BANK OF BOSTON CORP, S-4, 1996-12-31

BANK OF BOSTON CORP
S-4, 1996-12-31
NATIONAL COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1996
REGISTRATION NO.333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------------------------

BANK OF BOSTON CORPORATION BANKBOSTON CAPITAL TRUST II
(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its trust agreement)

MASSACHUSETTS DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
_________
_________
6719
6712 (Primary Standard Industrial
(Primary Standard Industrial Classification Code Number)
Classification Code Number)
04-6819671
04-2471221 (I.R.S. Employer
(I.R.S. Employer Identification No.)
Identification No.)

100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 434-2200
(Address, including zip code, and telephone number, including area
code, of Registrants' principal executive offices)

GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
GENERAL COUNSEL AND CLERK ASSISTANT GENERAL COUNSEL AND
BANK OF BOSTON CORPORATION ASSISTANT CLERK
100 FEDERAL STREET BANK OF BOSTON CORPORATION
BOSTON, MASSACHUSETTS 02110 100 FEDERAL STREET
(617) 434-2870 BOSTON, MASSACHUSETTS 02110
(617) 434-8630
(Name, address, including zip code, and telephone number, including
area code, of agents for service)

COPIES TO:
NORMAN D. SLONAKER, ESQ. GREGORY A. FERNICOLA, ESQ.
BROWN & WOOD LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE WORLD TRADE CENTER 919 THIRD AVENUE
NEW YORK, NEW YORK 10048 NEW YORK, NEW YORK 10022

Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /

<TABLE>
CALCULATION OF REGISTRATION FEE

<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit(1) Offering Price(1) Fee(2)
<S> <C> <C> <C> <C>
Series B Capital Securities of BankBoston
Capital $250,000,000 100% $250,000,000 $75,757.58
Trust II . . . . . . . . . . . . . . . . . .
Series B Junior Subordinated Deferrable
Interest Debentures of Bank of Boston
Corporation(2)
Bank of Boston Corporation Series B Guarantee
with respect to Series B Capital
Securities(3)
Total . . . . . . . . . . . . . . . . . . $250,000,000(4) 100% $250,000,000(5) $75,757.58

</TABLE>

(1) Estimated solely for the purpose of computing the registration fee.
(2) No separate consideration will be received for the Series B Junior
Subordinated Deferrable Interest Debentures of Bank of Boston
Corporation (the "Junior Subordinated Debentures") distributed upon any
liquidation of BankBoston Capital Trust II.
(3) No separate consideration will be received for the Bank of Boston
Corporation Series B Guarantee.
(4) This Registration Statement is deemed to cover rights of holders of
Junior Subordinated Debentures under the Indenture, the rights of
holders of Series B Capital Securities of BankBoston Capital Trust II
under a Trust Agreement, the rights of holders of such Capital
Securities under the Series B Guarantee and certain backup undertakings
as described herein.
(5) Such amount represents the liquidation amount of the BankBoston Capital
Trust II Series B Capital Securities to be exchanged hereunder and the
principal amount of Junior Subordinated Debentures that may be
distributed to holders of such Capital Securities upon any liquidation
of BankBoston Capital Trust II.

-------------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these Securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
Securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

SUBJECT TO COMPLETION, DATED DECEMBER 31, 1996

BANKBOSTON CAPITAL TRUST II

OFFER TO EXCHANGE ITS
73/4% SERIES B CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
73/4% SERIES A CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

BANK OF BOSTON CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRES AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997, UNLESS EXTENDED
____________________

BankBoston Capital Trust II, a trust formed under the laws of the State
of Delaware (the "Trust"), hereby offers, upon the terms and subject to the
conditions set forth in this Prospectus (as the same may be amended or
supplemented from time to time, the "Prospectus") and in the accompanying
Letter of Transmittal (which together constitute the "Exchange Offer"), to
exchange up to $250,000,000 aggregate Liquidation Amount of its 73/4% Series
B Capital Securities (the "New Capital Securities") which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for a like Liquidation Amount of its
outstanding 73/4% Series A Capital Securities (the "Old Capital Securities"),
of which $250,000,000 aggregate Liquidation Amount is outstanding. Pursuant
to the Exchange Offer, Bank of Boston Corporation, a Massachusetts
corporation (the "Corporation"), is also offering to exchange (i) its
guarantee of payments of cash distributions and payments on liquidation of
the Trust or redemption of the Old Capital Securities (the "Old Guarantee")
for a like guarantee in respect of the New Capital Securities (the "New
Guarantee") and (ii) all of its 73/4% Series B Junior Subordinated Deferrable
Interest Debentures due December 15, 2026 (the "Old Junior Subordinated
Debentures") for a like aggregate principal amount of its 73/4% Series A
Junior Subordinated Deferrable Interest Debentures due December 15, 2026 (the
"New Junior Subordinated Debentures"), which New Guarantee and New Junior
Subordinated Debentures also have been registered under the Securities Act.
The Old Capital Securities, the Old Guarantee and the Old Junior Subordinated
Debentures are collectively referred to herein as the "Old Securities" and
the New Capital Securities, the New Guarantee and the New Junior Subordinated
Debentures are collectively referred to herein as the "New Securities."

The terms of the New Securities are identical in all material respects
to the respective terms of the Old Securities, except that (i) the New
Securities have been registered under the Securities Act and therefore will
not be subject to certain restrictions on transfer applicable to the Old
Securities, (ii) the New Capital Securities will not contain the $100,000
minimum Liquidation Amount transfer restriction, (iii) the New Capital
Securities will not provide for any increase in the Distribution rate
thereon, (iv) the New Junior Subordinated Debentures will not contain the
$100,000 minimum principal amount transfer restriction and (v) the New Junior
Subordinated Debentures will not provide for any increase in the interest
rate thereon. See "Description of New Securities" and "Description of Old
Securities." The New Capital Securities are being offered for exchange in
order to satisfy certain obligations of the Corporation and the Trust under
the Registration Rights Agreement dated as of December 10, 1996 (the
"Registration Rights Agreement") among the Corporation, the Trust and the
Initial Purchasers (as defined herein). In the event that the Exchange Offer
is consummated, any Old Capital Securities which remain outstanding after
consummation of the Exchange Offer and the New Capital Securities issued in
the Exchange Offer will vote together as a single class for purposes of
determining whether holders of the requisite percentage in outstanding
Liquidation Amount thereof have taken certain actions or exercised certain
rights under the Trust Agreement.

This Prospectus and the Letter of Transmittal are first being mailed to
all holders of Old Capital Securities on , 1997.

SEE "RISK FACTORS" COMMENCING ON PAGE 16 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY HOLDERS IN DECIDING WHETHER TO TENDER OLD CAPITAL
SECURITIES IN THE EXCHANGE OFFER.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is _________ __, 1997.

The New Capital Securities and the Old Capital Securities (collectively,
the "Capital Securities") represent beneficial interests in the assets of the
Trust. The Corporation is the owner of all of the beneficial interests
represented by common securities of the Trust (the "Common Securities," and
together with the Capital Securities, the "Trust Securities"). The Bank of
New York is the Property Trustee of the Trust. The Trust exists for the sole
purpose of issuing the Trust Securities and investing the proceeds thereof in
the Junior Subordinated Debentures (as defined herein). The Junior
Subordinated Debentures will mature on December 15, 2026 (the "Stated
Maturity Date"). The Capital Securities will have a preference over the
Common Securities under certain circumstances with respect to cash
distributions and amounts payable on liquidation, redemption or otherwise.
See "Description of New Securities--Description of New Capital Securities--
Subordination of Common Securities."

As used herein, (i) the "Indenture" means the Indenture, dated as of
December 10, 1996, as amended and supplemented from time to time, between the
Corporation and The Bank of New York, as Debenture Trustee (the "Debenture
Trustee"), (ii) the "Trust Agreement" means the Amended and Restated
Declaration of Trust relating to the Trust among the Corporation, as Sponsor,
The Bank of New York as Property Trustee (the "Property Trustee"), The Bank
of New York (Delaware), as Delaware Trustee, (the "Delaware Trustee"), and
the Administrative Trustees named therein (collectively, with the Property
Trustee and Delaware Trustee, the "Issuer Trustees"). In addition, as the
context may require, unless otherwise expressly stated, (i) the term "Capital
Securities" includes the Old Capital Securities and the New Capital
Securities, (ii) the term "Trust Securities" includes the Capital Securities
and the Common Securities, (iii) the term "Junior Subordinated Debentures"
includes the Old Junior Subordinated Debentures and the New Junior
Subordinated Debentures and (iv) the term "Guarantee" includes the Old
Guarantee and the New Guarantee.

Holders of the New Capital Securities will be entitled to receive
preferential cumulative cash distributions arising from the payment of
interest on the Junior Subordinated Debentures, accruing from December 10,
1996, and payable semi-annually in arrears on June 15 and December 15 of each
year, commencing June 15, 1997, at the annual rate of 73/4% of the
Liquidation Amount of $1,000 per New Capital Security ("Distributions"). The
Corporation will have the right to defer payments of interest on the Junior
Subordinated Debentures at any time and from time to time for a period not
exceeding 10 consecutive semi-annual periods with respect to each deferral
period (each, an "Extension Period"), provided that no Extension Period may
extend beyond the Stated Maturity Date. Upon the termination of any such
Extension Period and the payment of all amounts then due, the Corporation may
elect to begin a new Extension Period, subject to the requirements set forth
in the Indenture. If and for so long as interest payments on the Junior
Subordinated Debentures are so deferred, Distributions on the Trust
Securities will also be deferred and the Corporation will not be permitted,
subject to certain exceptions described herein, to declare or pay any cash
distributions with respect to the Corporation's capital stock (which includes
common and preferred stock) or to make any payment with respect to debt
securities of the Corporation that rank pari passu with or junior to the
Junior Subordinated Debentures. During an Extension Period, interest on the
Junior Subordinated Debentures will continue to accrue (and the amount of
Distributions to which holders of the Trust Securities are entitled will
accumulate) at the rate of 73/4% per annum, compounded semi-annually, and
holders of Trust Securities will be required to accrue interest income for
United States federal income tax purposes. See "Description of New
Securities--Description of New Junior Subordinated Debentures--Option to
Extend Interest Payment Date" and "Certain United States Federal Income Tax
Considerations--Interest Income and Original Issue Discount."

Through the Guarantee, the guarantee agreement of the Corporation
relating to the Common Securities (the "Common Guarantee"), the Trust
Agreement, the Junior Subordinated Debentures and the Indenture, taken
together, the Corporation has guaranteed or will guarantee, as the case may
be, fully, irrevocably and unconditionally, all of the Trust's obligations
under the Trust Securities. See "Relationship Among the New Capital
Securities, the New Junior Subordinated Debentures and the New Guarantee--
Full and Unconditional Guarantee." The Old Guarantee and the Common
Guarantee guarantees, and the New Guarantee will guarantee, payments of
Distributions and payments on liquidation or redemption of the Trust
Securities, but in each case only to the extent that the Trust holds funds on
hand legally available therefor and has failed to make such payments, as
described herein. See "Description of New Securities--Description of New
Guarantee." If the Corporation fails to make a required payment on the
Junior Subordinated Debentures, the Trust will not have sufficient funds to
make the related payments, including Distributions, on the Trust Securities.
The Guarantee and the Common Guarantee will not cover any such payment when
the Trust does not have sufficient funds on hand legally available therefor.
In such event, a holder of Capital Securities may institute a legal
proceeding directly against the Corporation to enforce its rights in respect
of such payment. See "Description of New Securities--Description of New
Junior Subordinated Debentures--Enforcement of Certain Rights By Holders of
New Capital Securities." The obligations of the Corporation under the
Guarantee, the Common Guarantee and the Junior Subordinated Debentures will
be subordinate and junior in right of payment to all Senior Indebtedness (as
defined in "Description of New Securities--Description of New Junior
Subordinated Debentures--Subordination").

The Trust Securities will be subject to mandatory redemption in a Like
Amount (as defined herein), (i) in whole but not in part, on the Stated
Maturity Date upon repayment of the Junior Subordinated Debentures at a
redemption price equal to the principal amount of, plus accrued interest on,
the Junior Subordinated Debentures (the "Maturity Redemption
Price"), (ii) in whole but not in part, at any time,
contemporaneously with the optional prepayment of the Junior Subordinated
Debentures, upon the occurrence and continuation of a Special Event (as
defined herein) at a redemption price equal to the Special Event Prepayment
Price (as defined below) (the "Special Event Redemption Price"), and (iii) in
whole or in part, on or after December 15, 2006, contemporaneously with the
optional prepayment by the Corporation of the Junior Subordinated Debentures,
at a redemption price equal to the Optional Prepayment Price (as defined
below) (the "Optional Redemption Price"). Any of the Maturity Redemption
Price, the Special Event Redemption Price and the Optional Redemption Price
may be referred to herein as the "Redemption Price." See "Description of New
Securities--Description of New Capital Securities--Redemption." Subject to
the Corporation having received prior approval of the Board of Governors of
the Federal Reserve System (the "Federal Reserve") to do so if then required
under applicable capital guidelines or policies of the Federal Reserve, the
Junior Subordinated Debentures will be prepayable prior to the Stated
Maturity Date at the option of the Corporation (i) on or after December 15,
2006, in whole or in part, at a prepayment price (the "Optional Prepayment
Price") equal to 103.875% of the principal amount thereof on December 15,
2006, declining ratably on each December 15 thereafter to 100% on or after
December 15, 2016, plus accrued interest thereon to the date of prepayment,
or (ii) at any time, in whole but not in part, upon the occurrence and
continuation of a Special Event, at a prepayment price (the "Special Event
Prepayment Price") equal to the greater of (a) 100% of the principal amount
thereof or (b) the sum, as determined by a Quotation Agent (as defined
herein), of the present values of the remaining scheduled payments of
principal and the interest thereon discounted to the prepayment date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (as defined herein) plus, in either
case, accrued interest thereon to the date of prepayment. Either of the
Optional Prepayment Price or the Special Event Prepayment Price may be
referred to herein as the "Prepayment Price." See "Description of New
Securities--Description of New Junior Subordinated Debentures--Optional
Prepayment" and "--Special Event Prepayment."

The Corporation will have the right at any time to terminate the Trust
and cause a Like Amount of the Junior Subordinated Debentures to be
distributed to the holders of the Trust Securities in liquidation of the
Trust, subject to (i) the Corporation having received an opinion of counsel
to the effect that such distribution will not be a taxable event to holders
of Capital Securities and (ii) the prior approval of the Federal Reserve to
do so if then required under applicable capital guidelines or policies of the
Federal Reserve. Unless the Junior Subordinated Debentures are distributed to
the holders of the Trust Securities, in the event of a liquidation of the
Trust as described herein, after satisfaction of liabilities to creditors of
the Trust as required by applicable law, the holders of the Capital
Securities generally will be entitled to receive a Liquidation Amount of
$1,000 per Capital Security plus accumulated Distributions thereon to the
date of payment. See "Description of New Securities--Description of New
Capital Securities--Liquidation of the Trust and Distribution of Junior
Subordinated Debentures."

--------------

The Trust is making the Exchange Offer of the New Capital Securities in
reliance on the position of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the "Commission") as set forth in
certain interpretive letters addressed to third parties in other
transactions. However, neither the Corporation nor the Trust has sought its
own interpretive letter and there can be no assurance that the staff of the
Division of Corporation Finance of the Commission would make a similar
determination with respect to the Exchange Offer as it has in such
interpretive letters to third parties. Based on these interpretations by the
staff of the Division of Corporation Finance of the Commission, and subject
to the two immediately following sentences, the Corporation and the Trust
believe that New Capital Securities issued pursuant to this Exchange Offer in
exchange for Old Capital Securities may be offered for resale, resold and
otherwise transferred by a holder thereof (other than a holder who is a
broker-dealer) without further compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that such
New Capital Securities are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution (within the
meaning of the Securities Act) of such New Capital Securities. However, any
holder of Old Capital Securities who is an "affiliate" of the Corporation or
the Trust or who intends to participate in the Exchange Offer for the purpose
of distributing New Capital Securities, or any broker-dealer who purchased
Old Capital Securities from the Trust to resell pursuant to Rule 144A under
the Securities Act ("Rule 144A") or any other available exemption under the
Securities Act, (a) will not be able to rely on the interpretations of the
staff of the Division of Corporation Finance of the Commission set forth in
the above-mentioned interpretive letters, (b) will not be permitted or
entitled to tender such Old Capital Securities in the Exchange Offer and (c)
must comply with the registration and prospectus
delivery requirements of the Securities Act
in connection with any sale or other transfer of such Old Capital Securities
unless such sale is made pursuant to an exemption from such requirements. In
addition, as described below, if any broker-dealer holds Old Capital
Securities acquired for its own account as a result of market-making or other
trading activities and exchanges such Old Capital Securities for New Capital
Securities, then such broker-dealer must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of such New
Capital Securities.

Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required
to represent that (i) it is not an "affiliate" of the Corporation or the
Trust, (ii) any New Capital Securities to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement
or understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Capital Securities, and (iv) if
such holder is not a broker-dealer, such holder is not engaged in, and does
not intend to engage in, a distribution (within the meaning of the Securities
Act) of such New Capital Securities. In addition, the Corporation and the
Trust may require such holder, as a condition to such holder's eligibility to
participate in the Exchange Offer, to furnish to the Corporation and the
Trust (or an agent thereof) in writing information as to the number of
"beneficial owners" (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) on behalf of whom such holder holds the
Capital Securities to be exchanged in the Exchange Offer. Each broker-dealer
that receives New Capital Securities for its own account pursuant to the
Exchange Offer must acknowledge that it acquired the Old Capital Securities
for its own account as the result of market-making activities or other
trading activities and must agree that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
New Capital Securities. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. Based on the position taken by the staff of the Division of
Corporation Finance of the Commission in the interpretive letters referred to
above, the Corporation and the Trust believe that broker-dealers who acquired
Old Capital Securities for their own accounts, as a result of market-making
activities or other trading activities ("Participating Broker-Dealers"), may
fulfill their prospectus delivery requirements with respect to the New
Capital Securities received upon exchange of such Old Capital Securities
(other than Old Capital Securities which represent an unsold allotment from
the original sale of the Old Capital Securities) with a prospectus meeting
the requirements of the Securities Act, which may be the prospectus prepared
for an exchange offer so long as it contains a description of the plan of
distribution with respect to the resale of such New Capital Securities.
Accordingly, this Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer during the period
referred to below in connection with resales of New Capital Securities
received in exchange for Old Capital Securities where such Old Capital
Securities were acquired by such Participating Broker-Dealer for its own
account as a result of market-making or other trading activities. Subject to
certain provisions set forth in the Registration Rights Agreement, the
Corporation and the Trust have agreed that this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such New Capital Securities for a
period ending 90-days after the Expiration Date (as defined herein) (subject
to extension under certain limited circumstances described below) or, if
earlier, when all such New Capital Securities have been disposed of by such
Participating Broker-Dealer. See "Plan of Distribution." However, a
Participating Broker-Dealer who intends to use this Prospectus in connection
with the resale of New Capital Securities received in exchange for Old
Capital Securities pursuant to the Exchange Offer must notify the Corporation
or the Trust, or cause the Corporation or the Trust to be notified, on or
prior to the Expiration Date, that it is a Participating Broker-Dealer. Such
notice may be given in the space provided for that purpose in the Letter of
Transmittal or may be delivered to the Exchange Agent at one of the addresses
set forth herein under "The Exchange Offer--Exchange Agent." Any
Participating Broker-Dealer who is an "affiliate" of the Corporation or the
Trust may not rely on such interpretive letters and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. See "The Exchange Offer--Resales of
New Capital Securities."

In that regard, each Participating Broker-Dealer who surrenders Old
Capital Securities pursuant to the Exchange Offer will be deemed to have
agreed, by execution of the Letter of Transmittal, that, upon receipt of
notice from the Corporation or the Trust of the occurrence of any event or
the discovery of any fact which makes any statement contained or incorporated
by reference in this Prospectus untrue in any material respect or which
causes this Prospectus to omit to state a material fact necessary in order to
make the statements contained or incorporated by reference herein, in light
of the circumstances under which they were made, not misleading or of the
occurrence of certain other events specified in the Registration Rights
Agreement, such Participating Broker-Dealer will suspend the sale of New
Capital Securities (or the New Guarantee or the New Junior Subordinated
Debentures, as applicable) pursuant to this Prospectus
until the Corporation or the Trust has amended or
supplemented this Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to such
Participating Broker-Dealer or the Corporation or the Trust has given notice
that the sale of the New Capital Securities (or the New Guarantee or the New
Junior Subordinated Debentures, as applicable) may be resumed, as the case
may be. If the Corporation or the Trust gives such notice to suspend the
sale of the New Capital Securities (or the New Guarantee or the New Junior
Subordinated Debentures, as applicable), it shall extend the 90-day period
referred to above during which Participating Broker-Dealers are entitled to
use this Prospectus in connection with the resale of New Capital Securities
by the number of days during the period from and including the date of the
giving of such notice to and including the date when Participating Broker-
Dealers shall have received copies of the amended or supplemented Prospectus
necessary to permit resales of the New Capital Securities or to and including
the date on which the Corporation or the Trust has given notice that the sale
of New Capital Securities (or the New Guarantee or the New Junior
Subordinated Debentures, as applicable) may be resumed, as the case may be.

Prior to the Exchange Offer, there has been only a limited secondary
market and no public market for the Old Capital Securities. The New Capital
Securities will be a new issue of securities for which there currently is no
market. Although the Initial Purchasers have informed the Corporation and
the Trust that they each currently intend to make a market in the New Capital
Securities, they are not obligated to do so, and any such market making may
be discontinued at any time without notice. Accordingly, there can be no
assurance as to the development or liquidity of any market for the New
Capital Securities. The Corporation and the Trust currently do not intend to
apply for listing of the New Capital Securities on any securities exchange or
for quotation through the National Association of Securities Dealers
Automated Quotation System.

Any Old Capital Securities not tendered and accepted in the Exchange
Offer will remain outstanding and will be entitled to all the same rights and
will be subject to the same limitations applicable thereto under the Trust
Agreement (except for those rights which terminate upon consummation of the
Exchange Offer). Following consummation of the Exchange Offer, the holders
of Old Capital Securities will continue to be subject to all of the existing
restrictions upon transfer thereof and neither the Corporation nor the Trust
will have any further obligation to such holders (other than under certain
limited circumstances) to provide for registration under the Securities Act
of the Old Capital Securities held by them. To the extent that Old Capital
Securities are tendered and accepted in the Exchange Offer, a holder's
ability to sell untendered Old Capital Securities could be adversely
affected. See "Risk Factors--Consequences of a Failure to Exchange Old
Capital Securities."

THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ THIS
PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING
WHETHER TO TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE
OFFER.

Old Capital Securities may be tendered for exchange on or prior to 5:00
p.m., New York City time, on , 1997 (such time on such date being
hereinafter called the "Expiration Date"), unless the Exchange Offer is
extended by the Corporation or the Trust (in which case the term "Expiration
Date" shall mean the latest date and time to which the Exchange Offer is
extended). Tenders of Old Capital Securities may be withdrawn at any time on
or prior to the Expiration Date. The Exchange Offer is not conditioned upon
any minimum Liquidation Amount of Old Capital Securities being tendered for
exchange. However, the Exchange Offer is subject to certain events and
conditions which may be waived by the Corporation or the Trust and to the
terms and provisions of the Registration Rights Agreement. Old Capital
Securities may be tendered in whole or in part having an aggregate
Liquidation Amount of not less than $100,000 (100 Capital Securities) or any
integral multiple of $1,000 Liquidation Amount (one Capital Security) in
excess thereof. The Corporation has agreed to pay all expenses of the
Exchange Offer. See "The Exchange Offer--Fees and Expenses." Holders of the
Old Capital Securities whose Old Capital Securities are accepted for exchange
will not receive Distributions on such Old Capital Securities and will be
deemed to have waived the right to receive any Distributions on such Old
Capital Securities accumulated from and after December 10, 1996. See "The
Exchange Offer--Distributions on New Capital Securities."

Neither the Corporation nor the Trust will receive any cash proceeds
from the issuance of the New Capital Securities offered hereby. No dealer-
manager is being used in connection with this Exchange Offer. See "Use of
Proceeds" and "Plan of Distribution."

---------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THIS EXCHANGE
OFFER AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR THE TRUST.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE CORPORATION OR THE TRUST SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO
OR ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

---------------

TABLE OF CONTENTS
Page
----

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . 8
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . 20
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . 22
BankBoston Capital Trust II . . . . . . . . . . . . . . . . . . . . . . . 23
Bank of Boston Corporation . . . . . . . . . . . . . . . . . . . . . . . 23
The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Description of New Securities . . . . . . . . . . . . . . . . . . . . . . 32
Description of Old Securities . . . . . . . . . . . . . . . . . . . . . . 50
Relationship Among the New Capital Securities, the
New Junior Subordinated Debentures and the New Guarantee . . . . . . . . 50
Certain United States Federal Income Tax Considerations . . . . . . . . . 52
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Validity of New Securities . . . . . . . . . . . . . . . . . . . . . . . 57
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center,
13th Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp
Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies
of such material can also be obtained at prescribed rates by writing to the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such information may also be accessed electronically
by means of the Commission's home page on the Internet (http://www.sec.gov.).
In addition, such reports, proxy statements and other information concerning
the Corporation can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Boston
Stock Exchange Incorporated, One Boston Place, Boston, Massachusetts 02108,
on which exchanges securities of the Corporation are listed.

No separate financial statements of the Trust have been included herein.
The Corporation and the Trust do not consider that such financial statements
would be material to holders of the Capital Securities because the Trust is a
newly formed special purpose entity, has no operating history or independent
operations and is not engaged in and does not
propose to engage in any activity other than holding as trust
assets the Junior Subordinated Debentures and issuing the Trust Securities.
See "BankBoston Capital Trust II" and "Description of New Securities." In
addition, the Corporation does not expect that the Trust will file reports
under the Exchange Act with the Commission.

This Prospectus constitutes a part of a registration statement on Form
S-4 (the "Registration Statement") filed by the Corporation and the Trust
with the Commission under the Securities Act. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of
the Commission, and reference is hereby made to the Registration Statement
and to the exhibits relating thereto for further information with respect to
the Corporation, the Trust and the New Securities. Any statements contained
herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Corporation with the Commission are
incorporated into this Prospectus by reference:

1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995;

2. The Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and

3. The Corporation's Current Reports on Form 8-K dated January 16,
1996, January 18, 1996, April 18, 1996, May 16, 1996, July 18, 1996,
July 25, 1996, September 6, 1996 and October 17, 1996.

All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering of the New Securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a
part of this Prospectus from the date of filing of such document. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

As used herein, the terms "Prospectus" and "herein" mean this Prospectus
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified
from time to time. Statements contained in this Prospectus as to the contents
of any contract or other document referred to herein do not purport to be
complete, and where reference is made to the particular provisions of such
contract or other document, such provisions are qualified in all respects by
reference to all of the provisions of such contract or other document. The
Corporation will provide without charge to any person to whom this Prospectus
is delivered, on the written or oral request of such person, a copy of any or
all of the foregoing documents incorporated by reference herein (other than
exhibits not specifically incorporated by reference into the texts of such
documents). Requests for such documents should be directed to: Investor
Relations, Bank of Boston, P.O. Box 2016, MA BOS 01-20-02, Boston,
Massachusetts 02106-2016. Telephone requests may be directed to Investor
Relations at (617) 434-7858.

SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this summary is qualified in its
entirety by, the more detailed information and financial statements,
including the notes thereto, contained elsewhere in this Prospectus.

BANKBOSTON CAPITAL TRUST II

BANK OF BOSTON CORPORATION

The Corporation is a registered bank holding company organized in 1970
under Massachusetts law with both national and international operations. The
Corporation, through its subsidiaries and joint ventures, is engaged in
providing a wide variety of financial services to individuals, corporate and
institutional customers, governments, and other financial institutions. These
services include personal banking, consumer finance, private banking, trust,
mortgage origination and servicing, domestic corporate and investment
banking, leasing, global banking, commercial real estate lending,
correspondent banking, and securities and payments processing. The major
banking subsidiaries of the Corporation include The First National Bank of
Boston, BayBank, N.A., Bank of Boston Connecticut and Rhode Island Hospital
Trust National Bank.

THE EXCHANGE OFFER

The Exchange Offer . . . . . . . . Up to $250,000,000 aggregate
Liquidation Amount of New Capital
Securities are being offered in
exchange for a like aggregate
Liquidation Amount of Old Capital
Securities. Old Capital Securities
may be tendered for exchange in
whole or in part in a Liquidation
Amount of $100,000 (100 Capital
Securities) or any integral
multiple of $1,000 (one Capital
Security) in excess thereof. The
Corporation and the Trust are
making the Exchange Offer in order
to satisfy their obligations under
the Registration Rights Agreement
relating to the Old Capital
Securities. For a description of
the procedures for tendering Old
Capital Securities, see "The
Exchange Offer--Procedures for
Tendering Old Capital Securities."

Expiration Date . . . . . . . . . . 5:00 p.m., New York City time, on
, 1997, unless the Exchange
Offer is extended by the
Corporation or the Trust (in which
case the Expiration Date will be
the latest date and time to which
the Exchange Offer is extended).
See "The Exchange Offer--Terms of
the Exchange Offer."

Conditions to the Exchange Offer . The Exchange Offer is subject to
certain conditions, which may be
waived by the Corporation and the
Trust in their sole discretion.
The Exchange Offer is not
conditioned upon any minimum
Liquidation Amount of Old Capital
Securities being tendered. See
"The Exchange Offer--Conditions to
the Exchange Offer."

Offer . . . . . . . . . . . . . . . The Corporation and the Trust
reserve the right in their sole and
absolute discretion, subject to
applicable law, at any time and
from time to time, (i) to delay the
acceptance of the Old Capital
Securities for exchange, (ii) to
terminate the Exchange Offer if
certain specified conditions have
not been satisfied, (iii) to extend
the Expiration Date of the Exchange
Offer and retain all Old Capital
Securities tendered pursuant to the
Exchange Offer, subject, however,
to the right of holders of Old
Capital Securities to withdraw
their tendered Old Capital
Securities, or (iv) to waive any
condition or otherwise amend the
terms of the Exchange Offer in any
respect. See "The Exchange Offer--
Terms of the Exchange Offer."

Withdrawal Rights . . . . . . . . . Tenders of Old Capital Securities
may be withdrawn at any time on or
prior to the Expiration Date by
delivering a written notice of such
withdrawal to the Exchange Agent in
conformity with certain procedures
set forth below under "The Exchange
Offer--Withdrawal Rights."

Procedures for Tendering Old Tendering holders of Old Capital
Capital Securities . . . . . . . . Securities must complete and sign a
Letter of Transmittal in accordance
with the instructions contained
therein and forward the same by
mail, facsimile or hand delivery,
together with any other required
documents, to the Exchange Agent,
either with the Old Capital
Securities to be tendered or in
compliance with the specified
procedures for guaranteed delivery
of Old Capital Securities. Certain
brokers, dealers, commercial banks,
trust companies and other nominees
may also effect tenders by book-
entry transfer. Holders of Old
Capital Securities registered in
the name of a broker, dealer,
commercial bank, trust company or
other nominee are urged to contact
such person promptly if they wish
to tender Old Capital Securities
pursuant to the Exchange Offer.
See "The Exchange Offer--Procedures
for Tendering Old Capital
Securities."

Letters of Transmittal and
certificates representing Old
Capital Securities should not be
sent to the Corporation or the
Trust. Such documents should only
be sent to the Exchange Agent.

Resales of New Capital Securities . The Corporation and the Trust are
making the Exchange Offer in
reliance on the position of the
staff of the Division of
Corporation Finance of the
Commission as set forth in certain
interpretive letters addressed to
third parties in other
transactions. However, neither the
Corporation nor the Trust has
sought its own interpretive letter
and there can be no assurance that
the staff of the Division of
Corporation Finance of the
Commission would make a similar
determination with respect to the
Exchange Offer as it has in such
interpretive letters to third
parties. Based on these
interpretations by the staff of the
Division of Corporation Finance of
the Commission, and subject to the
two immediately following
sentences, the Corporation and the
Trust believe that New Capital
Securities issued pursuant to this
Exchange Offer in exchange for Old
Capital Securities may be offered
for resale, resold and otherwise
transferred by a holder thereof
(other than a holder who is a
broker-dealer) without further
compliance with the registration
and prospectus delivery
requirements of the Securities Act,
provided that such New Capital
Securities are acquired in the
ordinary course of such holder's
business and that such holder is
not participating, and has no
arrangement or understanding with
any person to participate, in a
distribution (within the meaning of
the Securities Act) of such New
Capital Securities. However, any
holder of Old Capital Securities
who is an "affiliate" of the
Corporation or the Trust or who
intends to participate in the
Exchange Offer for the purpose of
distributing the New Capital
Securities, or any broker-dealer
who purchased the Old Capital
Securities from the Trust to resell
pursuant to Rule 144A or any other
available exemption under the
Securities Act, (a) will not be
able to rely on the interpretations
of the staff of the Division of
Corporation Finance of the
Commission set forth in the above-
mentioned interpretive letters, (b)
will not be permitted or entitled
to tender such Old Capital
Securities in the Exchange Offer
and (c) must comply with the
registration and prospectus
delivery requirements of the
Securities Act in connection with
any sale or other transfer of such
Old Capital Securities unless such
sale is made pursuant to an
exemption from such requirements.
In addition, as described below, if
any broker-dealer holds Old Capital
Securities acquired for its own
account as a result of market-
making or other trading activities
and exchanges such Old Capital
Securities for New Capital
Securities, then such broker-dealer
must deliver a prospectus meeting
the requirements of the Securities
Act in connection with any resales
of such New Capital Securities.

Each holder of Old Capital
Securities who wishes to exchange
Old Capital Securities for New
Capital Securities in the Exchange
Offer will be required to represent
that (i) it is not an "affiliate"
of the Corporation or the Trust,
(ii) any New Capital Securities to
be received by it are being
acquired in the ordinary course of
its business, (iii) it has no
arrangement or understanding with
any person to participate in a
distribution (within the meaning of
the Securities Act) of such New
Capital Securities, and (iv) if
such holder is not a broker-dealer,
such holder is not engaged in, and
does not intend to engage in, a
distribution (within the meaning of
the Securities Act) of such New
Capital Securities. Each broker-
dealer that receives New Capital
Securities for its own account
pursuant to the Exchange Offer must
acknowledge that it acquired the
Old Capital Securities for its own
account as the result of market-
making activities or other trading
activities and must agree that it
will deliver a prospectus meeting
the requirements of the Securities
Act in connection with any resale
of such New Capital Securities.
The Letter of Transmittal states
that, by so acknowledging and by
delivering a prospectus, a broker-
dealer will not be deemed to admit
that it is an "underwriter" within
the meaning of the Securities Act.
Based on the position taken by the
staff of the Division of
Corporation Finance of the
Commission in the interpretive
letters referred to above, the
Corporation and the Trust believe
that Participating Broker-Dealers
who acquired Old Capital Securities
for their own accounts as a result
of market-making activities or
other trading activities may
fulfill their prospectus delivery
requirements with respect to the
New Capital Securities received
upon exchange of such Old Capital
Securities (other than Old Capital
Securities which represent an
unsold allotment from the original
sale of the Old Capital Securities)
with a prospectus meeting the
requirements of the Securities Act,
which may be the prospectus
prepared for an exchange offer so
long as it contains a description
of the plan of distribution with
respect to the resale of such New
Capital Securities. Accordingly,
this Prospectus, as it may be
amended or supplemented from time
to time, may be used by a
Participating Broker-Dealer in
connection with resales of New
Capital Securities received in
exchange for Old Capital Securities
where such Old Capital Securities
were acquired by such Participating
Broker-Dealer for its own account
as a result of market-making or
other trading activities. Subject
to certain provisions set forth in
the Registration Rights Agreement
and to the limitations described
below under "The Exchange Offer--
Resales of New Capital Securities,"
the Corporation and the Trust have
agreed that this Prospectus, as it
may be amended or supplemented from
time to time, may be used by a
Participating Broker-Dealer in
connection with resales of such New
Capital Securities for a period
ending 90-days after the Expiration
Date (subject to extension under
certain limited circumstances) or,
if earlier, when all such New
Capital Securities have been
disposed of by such Participating
Broker-Dealer. See "Plan of
Distribution." Any Participating
Broker-Dealer who is an "affiliate"
of the Corporation or the Trust may
not rely on such interpretive
letters and must comply with the
registration and prospectus
delivery requirements of the
Securities Act in connection with
any resale transaction. See "The
Exchange Offer--Resales of New
Capital Securities."

Exchange Agent . . . . . . . . . . The exchange agent with respect to
the Exchange Offer is The Bank of
New York (the "Exchange Agent").
The addresses, and telephone and
facsimile numbers, of the Exchange
Agent are set forth in "The
Exchange Offer--Exchange Agent" and
in the Letter of Transmittal.

Use of Proceeds . . . . . . . . . . Neither the Corporation nor the
Trust will receive any cash
proceeds from the issuance of the
New Capital Securities offered
hereby. See "Use of Proceeds."

Certain United States Federal
Income Tax Considerations; Holders of Old Capital Securities
ERISA Considerations . . . . . . . should review the information set
forth under "Certain United States
Federal Income Tax Considerations"
and "ERISA Considerations" prior to
tendering Old Capital Securities in
the Exchange Offer.

THE NEW CAPITAL SECURITIES

Securities Offered . . . . . . . . Up to $250,000,000 aggregate
Liquidation Amount of the Trust's
New Capital Securities which have
been registered under the
Securities Act (Liquidation Amount
$1,000 per New Capital Security).
The New Capital Securities will be
issued and the Old Capital
Securities were issued under the
Trust Agreement. The New Capital
Securities and any Old Capital
Securities which remain outstanding
after consummation of the Exchange
Offer will vote together as a
single class for purposes of
determining whether holders of the
requisite percentage in outstanding
Liquidation Amount thereof have
taken certain actions or exercised
certain rights under the Trust
Agreement. See "Description of New
Securities--Description of New
Capital Securities--Voting Rights;
Amendment of the Trust Agreement."
The terms of the New Capital
Securities are identical in all
material respects to the terms of
the Old Capital Securities, except
that the New Capital Securities
have been registered under the
Securities Act and will not be
subject to the $100,000 minimum
Liquidation Amount transfer
restriction and certain other
restrictions on transfer applicable
to the Old Capital Securities and
will not provide for any increase
in the Distribution rate thereon.
See "The Exchange Offer--Purpose of
the Exchange Offer," "Description
of New Securities" and "Description
of Old Securities."

Distribution Dates . . . . . . . . June 15 and December 15 of each
year, commencing June 15, 1997.

Extension Periods . . . . . . . . . Distributions on the New Capital
Securities will be deferred for the
duration of any Extension Period
elected by the Corporation with
respect to the payment of interest
on the New Junior Subordinated
Debentures. No Extension Period
will exceed 10 consecutive semi-
annual periods or extend beyond the
Stated Maturity Date. See
"Description of New Securities--
Description of New Junior
Subordinated Debentures--Option to
Extend Interest Payment Date" and
"Certain United States Federal
Income Tax Considerations--Interest
Income and Original Issue
Discount."

Ranking . . . . . . . . . . . . . . The New Capital Securities will
rank pari passu, and payments
thereon will be made pro rata, with
the Old Capital Securities and the
Common Securities except as
described under "Description of New
Securities--Description of New
Capital Securities--Subordination
of Common Securities." The New
Junior Subordinated Debentures will
rank pari passu with the Old Junior
Subordinated Debentures,
$257,732,000 aggregate principal
amount of 8.25% Junior Subordinated
Deferrable Interest Debentures due
December 15, 2026 (the "8.25%
Junior Subordinated Debentures")
and all other junior subordinated
debentures issued by the
Corporation (collectively, with the
8.25% Junior Subordinated
Debentures, the "Other Debentures")
and sold to other trusts (including
BankBoston Capital Trust I)
established or to be established by
the Corporation, in each case
similar to the Trust (collectively,
with BankBoston Capital Trust I,
the "Other Trusts"), and will be
unsecured and subordinate and
junior in right of payment to all
Senior Indebtedness to the extent
and in the manner set forth in the
Indenture. See "Description of New
Securities--Description of New
Junior Subordinated Debentures."
The New Guarantee will rank pari
passu with the Old Guarantee, the
guarantee issued by the Corporation
with respect to 250,000 8.25%
Capital Securities (Liquidation
Amount $1,000 per security) of
BankBoston Capital Trust I (the
"Capital Trust I Capital
Securities") and all other
guarantees issued by the
Corporation with respect to capital
securities issued or to be issued
by Other Trusts (collectively, with
the guarantee issued with respect
to the Capital Trust I Capital
Securities, the "Other Guarantees")
and will constitute an unsecured
obligation of the Corporation and
will rank subordinate and junior in
right of payment to all Senior
Indebtedness to the extent and in
the manner set forth in the
Guarantee Agreement. See
"Description of New Securities--
Description of New Guarantee."

Redemption . . . . . . . . . . . . The Trust Securities are subject to
mandatory redemption in a Like
Amount, (i) in whole but not in
part, on the Stated Maturity Date
upon repayment of the Junior
Subordinated Debentures, (ii) in
whole but not in part, at any time
contemporaneously with the optional
prepayment of the Junior
Subordinated Debentures by the
Corporation upon the occurrence and
continuation of a Special Event and
(iii) in whole or in part, at any
time on or after December 15, 2006
contemporaneously with the optional
prepayment by the Corporation of
the Junior Subordinated Debentures,
in each case at the applicable
Redemption Price. See "Description
of New Securities--Description of
New Capital Securities--
Redemption."

Rating . . . . . . . . . . . . . . The New Capital Securities are
expected to be rated "BBB" by
Standard & Poor's Ratings Services
and "baa1" by Moody's Investors
Service, Inc.

Absence of Market for the New The New Capital Securities will be
Capital Securities . . . . . . . . a new issue of securities for which
there currently is no market.
Although Morgan Stanley & Co.
Incorporated and UBS Securities
LLC, the initial purchasers of the
Old Capital Securities (the
"Initial Purchasers"), have
informed the Corporation and the
Trust that they each currently
intend to make a market in the New
Capital Securities, they are not
obligated to do so, and any such
market making may be discontinued
at any time without notice.
Accordingly, there can be no
assurance as to the development or
liquidity of any market for the New
Capital Securities. The Trust and
the Corporation do not intend to
apply for listing of the New
Capital Securities on any
securities exchange or for
quotation through the National
Association of Securities Dealers
Automated Quotation System
("NASDAQ"). See "Plan of
Distribution."

RISK FACTORS

Prospective investors should consider carefully, in addition to the
other information contained in this Prospectus, the following factors in
connection with the Exchange Offer and the New Capital Securities offered
hereby.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBENTURES

The obligations of the Corporation under the Guarantee issued for the
benefit of the holders of Capital Securities, as well as under the Junior
Subordinated Debentures, will be unsecured and rank subordinate and junior in
right of payment to all Senior Indebtedness. In addition, in the case of a
bankruptcy or insolvency proceeding, the Corporation's obligations under the
Guarantee will also rank subordinate and junior in right of payment to all
liabilities (other than Other Guarantees) of the Corporation. At September
30, 1996, the aggregate principal amount of outstanding Senior Indebtedness
was approximately $400 million. Because the Corporation is a bank holding
company, the right of the Corporation to participate in any distribution of
assets of any subsidiary upon such subsidiary's liquidation or reorganization
or otherwise (and thus the ability of holders of the Capital Securities to
benefit indirectly from such distribution) is subject to the prior claims of
creditors of that subsidiary, except to the extent that the Corporation may
itself be recognized as a creditor of that subsidiary. At September 30,
1996, the subsidiaries of the Corporation had total liabilities (excluding
liabilities owed to the Corporation) of approximately $55.6 billion.
Accordingly, the Junior Subordinated Debentures will be effectively
subordinated to all existing and future liabilities of the Corporation's
subsidiaries, and holders of Junior Subordinated Debentures should look only
to the assets of the Corporation for payments on the Junior Subordinated
Debentures. None of the Indenture, the Guarantee or the Trust Agreement
places any limitation on the amount of secured or unsecured debt, including
Senior Indebtedness, that may be incurred by the Corporation. See
"Description of New Securities--Description of New Guarantee--Status of New
Guarantee" and "--Description of New Junior Subordinated Debentures--
Subordination."

The ability of the Trust to pay amounts due on the Capital Securities is
solely dependent upon the Corporation making payments on the Junior
Subordinated Debentures as and when required.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSIDERATIONS

So long as no Debenture Event of Default (as defined herein) shall have
occurred and be continuing, the Corporation will have the right under the
Indenture to defer payments of interest on the Junior Subordinated Debentures
at any time or from time to time for a period not exceeding 10 consecutive
semi-annual periods with respect to each Extension Period, provided that no
Extension Period may extend beyond the Stated Maturity Date. As a
consequence of any such deferral, semi-annual Distributions on the Capital
Securities by the Trust will be deferred (and the amount of Distributions to
which holders of the Capital Securities are entitled will accumulate
additional Distributions thereon at the rate of 73/4% per annum, compounded
semi-annually, but not exceeding the interest rate then accruing on the
Junior Subordinated Debentures) from the relevant payment date for such
Distributions during any such Extension Period.

Should the Corporation exercise its right to defer payments of interest
on the Junior Subordinated Debentures, each holder of Trust Securities will
be required to accrue income (as original issue discount ("OID")) in respect
of the deferred stated interest allocable to its Trust Securities for United
States federal income tax purposes, which will be allocated but not
distributed to holders of Trust Securities. As a result, each such holder of
Capital Securities will recognize income for United States federal income tax
purposes in advance of the receipt of cash and
will not receive the cash related to such income from the Trust
if the holder disposes of the Capital Securities prior to the record date for
the payment of Distributions thereafter. See "Certain United States Federal
Income Tax Considerations--Interest Income and Original Issue Discount" and
"--Sales of Capital Securities."

Should the Corporation elect to exercise its right to defer payments of
interest on the Junior Subordinated Debentures in the future, the market
price of the Capital Securities is likely to be affected. A holder that
disposes of its Capital Securities during an Extension Period, therefore,
might not receive the same return on its investment as a holder that
continues to hold its Capital Securities. In addition, merely as a result of
the existence of the Corporation's right to defer payments of interest on the
Junior Subordinated Debentures, the market price of the Capital Securities
may be more volatile than the market prices of other securities on which OID
accrues and that are not subject to such deferrals.

TAX EVENT REDEMPTION; POSSIBLE TAX LAW CHANGES AFFECTING THE CAPITAL
SECURITIES

Upon the occurrence and continuation of a Tax Event (as defined under
"Description of New Securities--Description of New Junior Subordinated
Debentures--Special Event Prepayment"), the Corporation will have the right
to prepay the Junior Subordinated Debentures in whole (but not in part) at
the Special Event Prepayment Price within 90 days following the occurrence of
such Tax Event and therefore cause a mandatory redemption of the Trust
Securities at the Special Event Redemption Price. The exercise of such right
is subject to the Corporation having received prior approval of the Federal
Reserve to do so if then required under applicable guidelines or policies of
the Federal Reserve. See "Description of New Securities--Description of New
Capital Securities--Redemption."

On March 19, 1996, as part of President Clinton's Fiscal 1997 Budget
Proposal, the Treasury Department proposed legislation (the "Proposed
Legislation") which would, among other things, generally deny corporate
issuers a deduction for interest in respect of certain debt obligations, such
as the Junior Subordinated Debentures, issued on or after December 7, 1995 if
such debt obligations have a maximum term in excess of 20 years and are not
shown as indebtedness on the issuer's applicable consolidated balance sheet.
On March 29, 1996, Senate Finance Committee Chairman William V. Roth, Jr. and
House Ways and Means Committee Chairman Bill Archer issued a joint statement
(the "Joint Statement") indicating their intent that the Proposed
Legislation, if adopted by either of the tax-writing committees of Congress,
would have an effective date that is no earlier than the date of "appropriate
Congressional action." In addition, subsequent to the publication of the
Joint Statement, Senator Daniel Patrick Moynihan and Representatives Sam M.
Gibbons and Charles B. Rangel wrote letters to the Treasury Department (the
"Democrat Letters"), which concurred with the view expressed in the Joint
Statement. If the principles contained in the Joint Statement and the
Democrat Letters were followed and if the Proposed Legislation were enacted,
such legislation would not apply to the Junior Subordinated Debentures.
There can be no assurance, however, that the effective date guidance
contained in the Joint Statement and the Democrat Letters will be
incorporated into the Proposed Legislation, if enacted, or that other
legislation enacted after the date hereof will not otherwise adversely affect
the ability of the Corporation to deduct the interest payable on the Junior
Subordinated Debentures. Such a change could give rise to a Tax Event, which
may permit the Corporation, upon approval of the Federal Reserve if then
required under applicable capital guidelines or policies of the Federal
Reserve, to cause a redemption of the Trust Securities at the Special Event
Redemption Price by electing to prepay the Junior Subordinated Debentures at
the Special Event Prepayment Price. See "Description of New Securities--
Description of New Capital Securities--Redemption" and "--Description of New
Junior Subordinated Debentures--Special Event Prepayment." See also "Certain
Federal Income Tax Consequences--Proposed Tax Legislation."

POSSIBLE ADVERSE EFFECT ON MARKET PRICES

There can be no assurance as to the market prices for Capital Securities
or Junior Subordinated Debentures distributed to the holders of Capital
Securities if a termination of the Trust were to occur. Accordingly, the
Capital Securities or the Junior Subordinated Debentures may trade at a
discount from the price that the investor paid to purchase the Capital
Securities offered hereby. Because holders of Capital Securities may receive
Junior Subordinated Debentures in liquidation of the Trust and because
Distributions are otherwise limited to payments on the Junior Subordinated
Debentures, prospective purchasers of New Capital Securities are also making
an investment decision with regard to the New Junior Subordinated Debentures
and should carefully review all the information regarding the New Junior
Subordinated Debentures contained herein. See "Description of New Securities-
- -Description of New Junior Subordinated Debentures."

RIGHTS UNDER THE GUARANTEE

The Bank of New York will act as Guarantee Trustee and will hold the
Guarantee for the benefit of the holders of the Capital Securities. The Bank
of New York will also act as Property Trustee and as Debenture Trustee under
the Indenture. The Bank of New York (Delaware) will act as Delaware Trustee
under the Trust Agreement. The Old Guarantee guarantees, and the New
Guarantee will guarantee, as the case may be, to the holders of the Capital
Securities the following payments, to the extent not paid by the Trust: (i)
any accumulated and unpaid Distributions required to be paid on the Capital
Securities, to the extent that the Trust has funds on hand legally available
therefor at such time, (ii) the applicable Redemption Price with respect to
any Capital Securities called for redemption, to the extent that the Trust
has funds on hand legally available therefor at such time, and (iii) upon a
voluntary or involuntary termination and liquidation of the Trust (unless the
Junior Subordinated Debentures are distributed to holders of the Capital
Securities), the lesser of (a) the aggregate of the Liquidation Amount and
all accumulated and unpaid Distributions to the date of payment, to the
extent that the Trust has funds on hand legally available therefor at such
time and (b) the amount of assets of the Trust remaining available for
distribution to holders of the Capital Securities upon a termination and
liquidation of the Trust. The holders of a majority in Liquidation Amount of
the Capital Securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of the Guarantee or to direct the exercise of any trust
power conferred upon the Guarantee Trustee. Any holder of the Capital
Securities may institute a legal proceeding directly against the Corporation
to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or any other person or
entity. If the Corporation defaults on its obligation to pay amounts payable
under the Junior Subordinated Debentures, the Trust will not have sufficient
funds for the payment of Distributions or amounts payable on liquidation of
the Trust or redemption of the Capital Securities or otherwise, and, in such
event, holders of the Capital Securities will not be able to rely upon the
Guarantee for payment of such amounts. Instead, in the event a Debenture
Event of Default shall have occurred and be continuing and such event is
attributable to the failure of the Corporation to pay principal of (or
premium, if any) or interest on the Junior Subordinated Debentures on the
payment date on which such payment is due and payable, then a holder of
Capital Securities may institute a legal proceeding directly against the
Corporation for enforcement of payment to such holder of the principal of (or
premium, if any) or interest on such Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Capital Securities of
such holder (a "Direct Action"). Notwithstanding any payments made to a
holder of Capital Securities by the Corporation in connection with a Direct
Action, the Corporation shall remain obligated to pay the principal of (and
premium, if any) and interest on the Junior Subordinated Debentures, and the
Corporation shall be subrogated to the rights of the holder of such Capital
Securities with respect to payments on the Capital Securities to the extent
of any payments made by the Corporation to such holder in any Direct Action.
Except as described herein, holders of Capital Securities will not be able to
exercise directly any other remedy available to the holders of the Junior
Subordinated Debentures or to assert directly any other rights in respect of
the Junior Subordinated Debentures. See "Description of New Securities--
Description of New Junior Subordinated Debentures--Enforcement of Certain
Rights by Holders of Capital Securities," "--Description of New Junior
Subordinated Debentures--Debenture Events of Default" and "--Description of
New Guarantee." The Trust Agreement provides that each holder of Capital
Securities by acceptance thereof agrees to the provisions of the Indenture.

LIMITED VOTING RIGHTS

Holders of Capital Securities will generally have limited voting rights
relating only to the modification of the Capital Securities, the termination
or liquidation of the Trust, and the exercise of the Trust's rights as holder
of Junior Subordinated Debentures. Holders of Capital Securities will not be
entitled to vote to appoint, remove or replace the Property Trustee or the
Delaware Trustee, and such voting rights are vested exclusively in the holder
of the Common Securities except upon the occurrence of certain events
described herein. The Property Trustee, the Administrative Trustees and the
Corporation may amend the Trust Agreement without the consent of holders of
Capital Securities to ensure that the Trust will be classified for United
States federal income tax purposes as a grantor trust even if such action
adversely affects the interests of such holders. See "Description of New
Securities--Description of New Capital Securities--Voting Rights; Amendment
of the Trust Agreement" and "--Removal of Issuer Trustees."

CONSEQUENCES OF A FAILURE TO EXCHANGE OLD CAPITAL SECURITIES

The Old Capital Securities have not been registered under the Securities
Act or any state securities laws and therefore may not be offered, sold or
otherwise transferred except in compliance with the registration requirements
of the Securities Act and any other applicable securities laws, or pursuant
to an exemption therefrom or in a transaction not subject thereto, and in
each case in compliance with certain other conditions and restrictions. Old
Capital Securities which remain outstanding after consummation of the
Exchange Offer will continue to bear a legend reflecting such restrictions on
transfer. In addition, upon consummation of the Exchange Offer, holders of
Old Capital Securities which remain outstanding will not be entitled to any
rights to have such Old Capital Securities registered under the Securities
Act or to any similar rights under the Registration Rights Agreement (subject
to certain limited exceptions). The Corporation and the Trust do not intend
to register under the Securities Act any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer (subject to such limited
exceptions, if applicable). To the extent that Old Capital Securities are
tendered and accepted in the Exchange Offer, a holder's ability to sell
untendered Old Capital Securities could be adversely affected.

The New Capital Securities and any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer will vote together as a
single class for purposes of determining whether holders of the requisite
percentage in outstanding Liquidation Amount thereof have taken certain
actions or exercised certain rights under the Trust Agreement. See
"Description of New Securities--Description of New Capital Securities--Voting
Rights; Amendment of the Trust Agreement."

The Old Capital Securities provide, among other things, that, if a
registration statement relating to the Exchange Offer has not been filed by
May 9, 1997 and declared effective by June 8, 1997, the Distribution rate
borne by the Old Capital Securities commencing on June 9, 1997 will increase
by 0.25% per annum until the Exchange Offer is consummated. Upon
consummation of the Exchange Offer, holders of Old Capital Securities will
not be entitled to any increase in the Distribution rate thereon or any
further registration rights under the Registration Rights Agreement, except
under limited circumstances. See "Description of Old Capital Securities."

ABSENCE OF PUBLIC MARKET

The Old Capital Securities were issued to, and the Corporation believes
such securities are currently owned by, a relatively small number of
beneficial owners. The Old Capital Securities have not been registered under
the Securities Act and will be subject to restrictions on transferability if
they are not exchanged for the New Capital Securities. Although the New
Capital Securities may be resold or otherwise transferred by the holders (who
are not affiliates of the Corporation or the Trust) without compliance with
the registration requirements under the Securities Act, they will constitute
a new issue of securities with no established trading market. Old Capital
Securities may be transferred by the holders thereof only in blocks having a
Liquidation Amount of not less than $100,000 (100 Old Capital Securities).
New Capital Securities may be transferred by the holders thereof in blocks
having a Liquidation Amount of $1,000 (one New Capital Security) or integral
multiples thereof. The Corporation and the Trust have been advised by the
Initial Purchasers that the Initial Purchasers presently intend to make a
market in the New Capital Securities. However, the Initial Purchasers are
not obligated to do so and any market-making activity with respect to the New
Capital Securities may be discontinued at any time without notice. In
addition, such market-making activity will be subject to the limits imposed
by the Securities Act and the Exchange Act and may be limited during the
Exchange Offer. Accordingly, no assurance can be given that an active public
or other market will develop for the New Capital Securities or the Old
Capital Securities or as to the liquidity of or the trading market for the
New Capital Securities or the Old Capital Securities. If an active public
market does not develop, the market price and liquidity of the New Capital
Securities may be adversely affected.

If a public trading market develops for the New Capital Securities,
future trading prices will depend on many factors, including, among other
things, prevailing interest rates, the Corporation's results and the market
for similar securities. Depending on prevailing interest rates, the market
for similar securities and other factors, including the financial condition
of the Corporation, the New Capital Securities may trade at a discount.

Notwithstanding the registration of the New Capital Securities in the
Exchange Offer, holders who are "affiliates" (as defined under Rule 405 of
the Securities Act) of the Corporation or the Trust may publicly offer for
sale or resell the New Capital Securities only in compliance with the
provisions of Rule 144 under the Securities Act.

Each broker-dealer that receives New Capital Securities for its own
account in exchange for Old Capital Securities, where such Old Capital
Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such New Capital Securities.
See "Plan of Distribution."

EXCHANGE OFFER PROCEDURES

Issuance of the New Capital Securities in exchange for Old Capital
Securities pursuant to the Exchange Offer will be made only after a timely
receipt by the Trust of such Old Capital Securities, a properly completed and
duly executed Letter of Transmittal and all other required documents.
Therefore, holders of the Old Capital Securities desiring to tender such Old
Capital Securities in exchange for New Capital Securities should allow
sufficient time to ensure timely delivery. Neither the Corporation nor the
Trust is under any duty to give notification of defects or irregularities
with respect to the tenders of Old Capital Securities for exchange.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratios of earnings to fixed charges
of the Corporation for the respective periods indicated.

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Years Ended December 31,
1996 1995 1994 1993 1992 1991
------------- ---- ---- ---- ---- ----
<S> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits . . . . . . . . 2.16x 2.08x 1.90x 2.44x 2.17x .62x
Including interest on deposits . . . . . . . . 1.41x 1.42x 1.41x 1.38x 1.22x .94x

</TABLE>

For purposes of computing the ratios of earnings to fixed charges,
earnings represent net income (loss) before extraordinary items and
cumulative effect of changes in accounting principles plus applicable income
taxes and fixed charges. Fixed charges, excluding interest on deposits,
include gross interest expense (other than on deposits) and the proportion
deemed representative of the interest factor of rent expense, net of income
from subleases. Fixed charges, including gross interest on deposits, include
all interest expense and the proportion deemed representative of the interest
factor of rent expense, net of income from subleases. For the year ended
December 31, 1991, earnings were insufficient to cover fixed charges.
Additional earnings necessary for the year ended December 31, 1991 to bring
the ratio of earnings to fixed charges to a one-to-one basis on both an
excluding and including interest on deposits basis are $162 million.

USE OF PROCEEDS

Neither the Corporation nor the Trust will receive any cash proceeds
from the issuance of the New Capital Securities offered hereby. In
consideration for issuing the New Capital Securities in exchange for Old
Capital Securities as described in this Prospectus, the Trust will receive
Old Capital Securities in like Liquidation Amount. The Old Capital
Securities surrendered in exchange for the New Capital Securities will be
retired and cancelled.

The proceeds to the Trust (without giving effect to expenses of the
offering payable by the Corporation) from the offering of the Old Capital
Securities was $250,000,000. All of the proceeds from the sale of Old
Capital Securities was invested by the Trust in the Junior Subordinated
Debentures. The Corporation intends that the net proceeds from the sale of
the Old Junior Subordinated Debentures will be used for general corporate
purposes, which may include, but not be limited to, one or more of the
following: investments in and advances to the Corporation's subsidiaries;
financing future acquisitions of financial institutions, as well as banking
and other assets; and the redemption of certain of the Corporation's
outstanding debt securities. The precise amount and timing of the
application of such net proceeds used for such corporate purposes will depend
on the funding requirements and the availability of other funds to the
Corporation and its subsidiaries. Pending such application by the
Corporation, such net proceeds may be temporarily invested in short-term
interest bearing securities.

The Capital Securities will be eligible to qualify as Tier 1 capital
under the capital guidelines of the Federal Reserve.

CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization
of the Corporation as of September 30, 1996, as adjusted to give effect to
the issuance of the Old Securities and as further adjusted to give effect to
the issuance of the Capital Trust I Capital Securities on November 26, 1996
and, in each case, to the application of the proceeds thereof. The following
data should be read in conjunction with the financial information included in
the Corporation's 1995 Annual Report on Form 10-K and its Current Report on
Form 8-K dated September 6, 1996, which are incorporated herein by reference.
See "Incorporation of Certain Documents by Reference." The issuance of the
New Securities in the Exchange Offer will have no effect on the
capitalization of the Corporation.

<TABLE>
<CAPTION>
September 30, 1996(1)
-------------------------------------------------------------
Actual As Adjusted(2) As Adjusted (2)(3)
------ -------------- ------------------
(in millions)
<S> <C> <C> <C>
Total long-term debt . . . . . . . . . . . . . . . . . . $2,191 $2,191 $2,191
Obligated mandatory redeemable preferred ----- ----- -----
securities of subsidiary trusts holding
solely parent debentures(4) . . . . . . . . . . . . . . . -- 250 500
Stockholders' equity: --- --- ---
Preferred stock . . . . . . . . . . . . . . . . . . 508 508 508
Common stock--$1.50 par value--
300,000,000 shares authorized,
152,634,188 shares issued . . . . . . . . . . . . . 229 229 229
Surplus . . . . . . . . . . . . . . . . . . . . . . 1,181 1,181 1,181
Retained earnings . . . . . . . . . . . . . . . . . 2,789 2,789 2,789
Net unrealized gains on securities available
for sale, net of tax . . . . . . . . . . . . . . . . 53 53 53
Cumulative translation adjustments, net (6) (6) (6)
of tax . . . . . . . . . . . . . . . . . . . . . . . ----- ----- -----
Total stockholders' equity . . . . . . . . . . . 4,754 4,754 4,754
----- ----- -----
Total capitalization . . . . . . . . . . . . . $6,945 $7,195 $7,445
====== ====== ======
</TABLE>

___________
(1) On July 29, 1996, the Corporation acquired BayBanks, Inc.
("BayBanks"). This acquisition was accounted for as a
pooling of interests and, accordingly, this financial
information reflects the Corporation and BayBanks as if they
had operated as a combined entity for all periods presented.
Also, the Corporation's Current Report on Form 8-K dated
September 6, 1996 presents the combined financial position
and results of operations of the Corporation and BayBanks on
the same basis.
(2) Reflects the issuance of the Old Securities.
(3) Reflects the effect of the issuance of the Capital Trust I
Capital Securities on November 26, 1996.
(4) Reflects the Old Capital Securities and the Capital Trust I
Capital Securities. The Trust and BankBoston Capital Trust
I are each subsidiaries of the Corporation and hold the Old
Junior Subordinated Debentures and the 8.25% Junior
Subordinated Debentures, respectively, as their sole assets.

SUMMARY FINANCIAL DATA

The summary below should be read in connection with the financial
information included in the Corporation's 1995 Annual Report on Form 10-K and
its Current Report on Form 8-K dated September 6, 1996. The summary below
should also be read in conjunction with the financial information contained
in the Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996. Interim unaudited data for the nine months ended
September 30, 1996 and 1995 reflect, in the opinion of management of the
Corporation, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such data. Results for the
nine months ended September 30, 1996 are not necessarily indicative of
results which may be expected for any other interim period or for the year as
a whole.

<TABLE>
<CAPTION>
Nine Months Ended
September 30,(1) Years Ended December 31,(1)
---------------- ---------------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
(unaudited)
(dollars in millions, except per share data)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest revenue . . . . . . . $ 1,728 $1,676 $ 2,249 $ 2,037 $ 1,769
Provision for credit losses . . . . 171 194 275 154 107
Net interest revenue after provision
for
credit losses . . . . . . . . . . 1,557 1,482 1,974 1,883 1,662
Noninterest income . . . . . . . . 1,005 942 1,309 1,035 945
Noninterest expense . . . . . . . . 1,772 1,531 2,076 1,947 2,002
Income (Loss) before income taxes,
extraordinary items & cumulative
effect 790 893 1,207 971 605
of changes in accounting
principles . . . . . . . . . . . .
Provision for (Benefit from) income 341 395 529 422 262
taxes . . . . . . . . . . . . . . .
Income (Loss) before extraordinary
items
& cumulative effect of changes in 449 498 678 549 343
accounting principles . . . . . .
Extraordinary items, net of tax . . -- -- -- (7) --
Cumulative effect of changes in
accounting principles, net . . . -- -- -- -- 24
Net income (loss) . . . . $ 449 $ 498 $ 678 $ 542 $ 367

Per common share:
Income (Loss) before extraordinary
items & cumulative effect of
changes in
accounting principles: $2.74 $3.07 $4.17 $3.44 $2.09
Primary . . . . . . . . . . . .
Fully diluted . . . . . . . . . 2.69 3.00 4.09 3.36 2.05
Net income (loss):
Primary . . . . . . . . . . . . 2.74 3.07 4.17 3.39 2.26
Fully diluted . . . . . . . . . 2.69 3.00 4.09 3.31 2.21
Book value . . . . . . . . . . . 27.81 25.69 27.01 23.07 21.13
Cash dividends declared(2) . . . 1.25 .91 1.28 .93 .40
Average number of common shares (in
thousands):
Primary . . . . . . . . . . . . . 153,715 153,086 153,856 148,913 147,033
Fully diluted . . . . . . . . . . 156,300 156,407 156,768 153,616 152,067

AVERAGE BALANCE SHEET DATA: $40,176 $37,920 $38,283 $36,017 $32,565
Loans and lease financing . . . . .

Total earning assets . . . . . . . 52,941 48,985 49,567 47,517 42,880
Total assets . . . . . . . . . . . 59,010 55,053 55,744 53,389 47,937
Deposits . . . . . . . . . . . . . 41,460 37,902 38,406 37,919 37,163
Notes payable . . . . . . . . . . . 2,560 2,137 2,142 2,123 1,797
Stockholders' equity . . . . . . . 4,718 4,216 4,304 3,766 3,390

(table continued)

Years Ended December 31,(1)
1992 1991
---- ----

INCOME STATEMENT DATA:
Net interest revenue . . . . . . . $ 1,672 $ 1,512
Provision for credit losses . . . . 288 684

Net interest revenue after provision
for 1,384 828
credit losses . . . . . . . . . .
Noninterest income . . . . . . . . 1,020 974
Noninterest expense . . . . . . . . 1,949 1,964
Income (Loss) before income taxes,
extraordinary items & cumulative
effect 455 (162)
of changes in accounting
principles . . . . . . . . . . . .
Provision for (Benefit from) income 190 (51)
taxes . . . . . . . . . . . . . . .
Income (Loss) before extraordinary
items
& cumulative effect of changes in 265 (111)
accounting principles . . . . . .
Extraordinary items, net of tax . . 73 8
Cumulative effect of changes in
accounting principles, net . . . -- --
Net income (loss) . . . . $ 338 $ (103)

Per common share:
Income (Loss) before extraordinary
items & cumulative effect of
changes in
accounting principles: $1.77 $( .95)
Primary . . . . . . . . . . . .
Fully diluted . . . . . . . . . 1.73 (.95)
Net income (loss):
Primary . . . . . . . . . . . . 2.30 (.89)
Fully diluted . . . . . . . . . 2.24 (.89)
Book value . . . . . . . . . . . 18.98 16.98
Cash dividends declared(2) . . . .10 .10

Average number of common shares (in
thousands):
Primary . . . . . . . . . . . . . 138,444 129,978
Fully diluted . . . . . . . . . . 144,044 130,313

AVERAGE BALANCE SHEET DATA: $31,568 $33,001
Loans and lease financing . . . . .
Total earning assets . . . . . . . 41,658 43,322
Total assets . . . . . . . . . . . 46,290 47,590
Deposits . . . . . . . . . . . . . 37,643 38,534
Notes payable . . . . . . . . . . . 1,252 1,607
Stockholders' equity . . . . . . . 2,762 2,438

</TABLE>

_______________
(1) On July 29, 1996, the Corporation acquired BayBanks. This
acquisition was accounted for as a pooling of interests and,
accordingly, this financial information reflects the
Corporation and BayBanks as if they had operated as a
combined entity for all periods presented. Also, the
Corporation's Current Report on Form 8-K dated September 6,
1996 presents the combined financial position and results of
operations of the Corporation and BayBanks on the same
basis.
(2) Amounts represent the historical cash dividends of the
Corporation.

BANKBOSTON CAPITAL TRUST II

The Trust is a statutory business trust formed under Delaware law
pursuant to (i) the Trust Agreement executed by the Corporation, as Sponsor,
The Bank of New York, as Property Trustee, The Bank of New York (Delaware),
as Delaware Trustee, and the three Administrative Trustees named therein, and
(ii) the filing of a certificate of trust with the Delaware Secretary of
State on December 3, 1996. The Trust exists for the exclusive purposes of (i)
issuing and selling the Trust Securities, (ii) using the proceeds from the
sale of Trust Securities to acquire the Junior Subordinated Debentures and,
(iii) engaging in only those other activities necessary, advisable or
incidental thereto (such as registering the transfer of the Trust
Securities). Accordingly, the Junior Subordinated Debentures will be the
sole assets of the Trust, and payments under the Junior Subordinated
Debentures will be the sole revenues of the Trust. All of the Common
Securities are owned by the Corporation. The Common Securities will rank
pari passu, and payments will be made thereon pro rata, with the Capital
Securities, except that upon the occurrence and continuance of an event of
default under the Trust Agreement resulting from a Debenture Event of
Default, the rights of the Corporation as holder of the Common Securities to
payments in respect of Distributions and payments upon liquidation,
redemption or otherwise will be subordinated to the rights of the holders of
the Capital Securities. See "Description of New Securities--Description of
New Capital Securities--Subordination of Common Securities." The Corporation
has acquired Common Securities in a Liquidation Amount equal to at least 3%
of the total capital of the Trust. The Trust has a term of 31 years, but may
terminate earlier as provided in the Trust Agreement. The Trust's business
and affairs are conducted by its trustees, each appointed by the Corporation
as holder of the Common Securities. The trustees for the Trust are The Bank
of New York, as the Property Trustee (the "Property Trustee"), The Bank of
New York (Delaware), as the Delaware Trustee (the "Delaware Trustee"), and
three individual trustees (the "Administrative Trustees") who are employees
or officers of or affiliated with the Corporation (collectively, the "Issuer
Trustees"). The Bank of New York, as Property Trustee, will act as sole
indenture trustee under the Trust Agreement. The Bank of New York will also
act as indenture trustee under the Guarantee and the Indenture. See
"Description of New Securities--Description of New Guarantee" and "--
Description of New Junior Subordinated Debentures." The holder of the Common
Securities of the Trust or, if an Event of Default under the Trust Agreement
has occurred and is continuing, the holders of a majority in Liquidation
Amount of the Capital Securities will be entitled to appoint, remove or
replace the Property Trustee and/or the Delaware Trustee. In no event will
the holders of the Capital Securities have the right to vote to appoint,
remove or replace the Administrative Trustees; such voting rights will be
vested exclusively in the holder of the Common Securities. The duties and
obligations of each Issuer Trustee are governed by the Trust Agreement. The
Corporation will pay all fees, expenses, debts and obligations (other than
the Trust Securities) related to the Trust and the offering and exchange of
the Capital Securities and will pay, directly or indirectly, all ongoing
costs, expenses and liabilities of the Trust. The principal executive office
of the Trust is c/o Bank of Boston, P.O. Box 2016, Boston, Massachusetts
02106-2016.

BANK OF BOSTON CORPORATION

As of September 30, 1996, on a consolidated basis, the Corporation had
total assets of $62.0 billion, total deposits of $43.3 billion and total
stockholders' equity of $4.8 billion. The Corporation's banking subsidiaries
maintained 547 branches in Massachusetts, Rhode Island, Connecticut and New
Hampshire as of September 30, 1996 and had a presence in 36 states of the
United States and in 24 foreign countries. The Corporation's loans were
diversified geographically, with approximately 77 percent of its total loan
volume consisting of loans and leases made to domestic borrowers and the
balance made overseas. As of September 30, 1996, the Corporation's
subsidiaries employed, in the aggregate, approximately 22,600 full-time
equivalent employees in their domestic and foreign operations.

THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

In connection with the sale of the Old Capital Securities, the
Corporation and the Trust entered into the Registration Rights Agreement with
the Initial Purchasers, pursuant to which the Corporation and the Trust
agreed to file and to use their reasonable efforts to cause to become
effective with the Commission a registration statement with respect to the
exchange of the Old Capital Securities for capital securities with terms
identical in all material respects to the terms of the Old Capital
Securities. A copy of the Registration Rights Agreement has been filed as an
Exhibit to the Registration Statement of which this Prospectus is a part.

The Exchange Offer is being made to satisfy the contractual obligations
of the Corporation and the Trust under the Registration Rights Agreement.
The form and terms of the New Capital Securities are the same as the form and
terms of the Old Capital Securities except that the New Capital Securities
have been registered under the Securities Act and will not be subject to the
$100,000 minimum Liquidation Amount transfer restriction and certain other
restrictions on transfer applicable to the Old Capital Securities and will
not provide for any increase in the Distribution rate thereon. In that
regard, the Old Capital Securities provide, among other things, that, if a
registration statement relating to the Exchange Offer has not been filed by
May 9, 1997 and declared effective by June 8, 1997, the Distribution rate
borne by the Old Capital Securities commencing on June 9, 1997 will increase
by 0.25% per annum until the Exchange Offer is consummated. Upon
consummation of the Exchange Offer, holders of Old Capital Securities will
not be entitled to any increase in the Distribution rate thereon or any
further registration rights under the Registration Rights Agreement, except
under limited circumstances. See "Risk Factors--Consequences of a Failure to
Exchange Old Capital Securities" and "Description of Old Capital Securities."

The Exchange Offer is not being made to, nor will the Trust accept
tenders for exchange from, holders of Old Capital Securities in any
jurisdiction in which the Exchange Offer or the acceptance thereof would not
be in compliance with the securities or blue sky laws of such jurisdiction.

Unless the context requires otherwise, the term "holder" with respect to
the Exchange Offer means any person in whose name the Old Capital Securities
are registered on the books of the Trust or any other person who has obtained
a properly completed bond power from the registered holder, or any person
whose Old Capital Securities are held of record by The Depository Trust
Company ("DTC") who desires to deliver such Old Capital Securities by book-
entry transfer at DTC.

Pursuant to the Exchange Offer, the Corporation will exchange as soon as
practicable after the date hereof, the Old Guarantee for the New Guarantee
and the Old Junior Subordinated Debentures, in an amount corresponding to the
Old Capital Securities accepted for exchange, for a like aggregate principal
amount of the New Junior Subordinated Debentures. The New Guarantee and New
Junior Subordinated Debentures have been registered under the Securities Act.

TERMS OF THE EXCHANGE OFFER

The Trust hereby offers, upon the terms and subject to the conditions
set forth in this Prospectus and in the accompanying Letter of Transmittal,
to exchange up to $250,000,000 aggregate Liquidation Amount of New Capital
Securities for a like aggregate Liquidation Amount of Old Capital Securities
properly tendered on or prior to the Expiration Date and not properly
withdrawn in accordance with the procedures described below. The Trust will
issue, promptly after the Expiration Date, an aggregate Liquidation Amount of
up to $250,000,000 of New Capital Securities in exchange for a like principal
amount of outstanding Old Capital Securities tendered and accepted in
connection with the Exchange Offer. Holders may tender their Old Capital
Securities in whole or in part in a Liquidation Amount of not less than
$100,000 (100 Capital Securities) or any integral multiple of $1,000
Liquidation Amount (one Capital Security) in excess thereof.

The Exchange Offer is not conditioned upon any minimum Liquidation
Amount of Old Capital Securities being tendered. As of the date of this
Prospectus, $250,000,000 aggregate Liquidation Amount of the Old Capital
Securities is outstanding.

Holders of Old Capital Securities do not have any appraisal or
dissenters' rights in connection with the Exchange Offer. Old Capital
Securities which are not tendered for or are tendered but not accepted in
connection with the Exchange Offer will remain outstanding and be entitled to
the benefits of the Trust Agreement, but will not be entitled to any further
registration rights under the Registration Rights Agreement, except under
limited circumstances. See "Risk Factors--Consequences of a Failure to
Exchange Old Capital Securities" and "Description of Old Securities."

If any tendered Old Capital Securities are not accepted for exchange
because of an invalid tender, the occurrence of certain other events set
forth herein or otherwise, certificates for any such unaccepted Old Capital
Securities will be returned, without expense, to the tendering holder thereof
promptly after the Expiration Date.

Holders who tender Old Capital Securities in connection with the
Exchange Offer will not be required to pay brokerage commissions or fees or,
subject to the instructions in the Letter of Transmittal, transfer taxes with
respect to the exchange of Old Capital Securities in connection with the
Exchange Offer. The Corporation will pay all charges and expenses, other
than certain applicable taxes described below, in connection with the
Exchange Offer. See "--Fees and Expenses."

NEITHER THE CORPORATION, THE BOARD OF DIRECTORS OF THE CORPORATION NOR
ANY ISSUER TRUSTEE OF THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF OLD
CAPITAL SECURITIES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR
ANY PORTION OF THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER.
IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION.
HOLDERS OF OLD CAPITAL SECURITIES MUST MAKE THEIR OWN DECISION WHETHER TO
TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD
CAPITAL SECURITIES TO TENDER BASED ON SUCH HOLDERS OWN FINANCIAL POSITION AND
REQUIREMENTS.

The term "Expiration Date" means 5:00 p.m., New York City time, on
, 1997 unless the Exchange Offer is extended by the Corporation or the Trust
(in which case the term "Expiration Date" shall mean the latest date and time
to which the Exchange Offer is extended).

The Corporation and the Trust expressly reserve the right in their sole
and absolute discretion, subject to applicable law, at any time and from time
to time, (i) to delay the acceptance of the Old Capital Securities for
exchange, (ii) to terminate the Exchange Offer (whether or not any Old
Capital Securities have theretofore been accepted for exchange) if the Trust
determines, in its sole and absolute discretion, that any of the events or
conditions referred to under "--Conditions to the Exchange Offer" have
occurred or exist or have not been satisfied, (iii) to extend the Expiration
Date of the Exchange Offer and retain all Old Capital Securities tendered
pursuant to the Exchange Offer, subject, however, to the right of holders of
Old Capital Securities to withdraw their tendered Old Capital Securities as
described under "--Withdrawal Rights," and (iv) to waive any condition or
otherwise amend the terms of the Exchange Offer in any respect. If the
Exchange Offer is amended in a manner determined by the Corporation and the
Trust to constitute a material change, or if the Corporation and the Trust
waive a material condition of the Exchange Offer, the Corporation and the
Trust will promptly disclose such amendment by means of a prospectus
supplement that will be distributed to the holders of the Old Capital
Securities, and the Corporation and the Trust will extend the Exchange Offer
to the extent required by Rule 14e-1 under the Exchange Act.

Any such delay in acceptance, extension, termination or amendment will
be followed promptly by oral or written notice thereof to the Exchange Agent
and by making a public announcement thereof, and such announcement in the
case of an extension will be made no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration
Date. Without limiting the manner in which the Corporation and the Trust may
choose to make any public announcement and subject to applicable law, the
Corporation and the Trust shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a
release to an appropriate news agency.

ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW CAPITAL SECURITIES

Upon the terms and subject to the conditions of the Exchange Offer, the
Trust will exchange, and will issue to the Exchange Agent, New Capital
Securities for Old Capital Securities validly tendered and not withdrawn
promptly after the Expiration Date.

In all cases, delivery of New Capital Securities in exchange for Old
Capital Securities tendered and accepted for exchange pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent
of (i) Old Capital Securities or a book-entry confirmation of a book-entry
transfer of Old Capital Securities into the Exchange Agent's account at DTC,
(ii) the Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees, and (iii) any other
documents required by the Letter of Transmittal.

The term "book-entry confirmation" means a timely confirmation of a
book-entry transfer of Old Capital Securities into the Exchange Agent's
account at DTC.

Subject to the terms and conditions of the Exchange Offer, the Trust
will be deemed to have accepted for exchange, and thereby exchanged, Old
Capital Securities validly tendered and not withdrawn as, if and when the
Trust gives oral or written notice to the Exchange Agent of the Trust's
acceptance of such Old Capital Securities for exchange pursuant to the
Exchange Offer. The Exchange Agent will act as agent for the Trust for the
purpose of receiving tenders of Old Capital Securities, Letters of
Transmittal and related documents, and as agent for tendering holders for the
purpose of receiving Old Capital Securities, Letters of Transmittal and
related documents and transmitting New Capital Securities to validly
tendering holders. Such exchange will be made promptly after the Expiration
Date. If for any reason whatsoever, acceptance for exchange or the exchange
of any Old Capital Securities tendered pursuant to the Exchange Offer is
delayed (whether before or after the Trust's acceptance for exchange of Old
Capital Securities) or the Trust extends the Exchange Offer or is unable to
accept for exchange or exchange Old Capital Securities tendered pursuant to
the Exchange Offer, then, without prejudice to the Trust's rights set forth
herein, the Exchange Agent may, nevertheless, on behalf of the Trust and
subject to Rule 14e-1(c) under the Exchange Act, retain tendered Old Capital
Securities and such Old Capital Securities may not be withdrawn except to the
extent tendering holders are entitled to withdrawal rights as described under
"--Withdrawal Rights."

Pursuant to the Letter of Transmittal, a holder of Old Capital
Securities will warrant and agree in the Letter of Transmittal that it has
full power and authority to tender, exchange, sell, assign and transfer Old
Capital Securities, that the Trust will acquire good, marketable and
unencumbered title to the tendered Old Capital Securities, free and clear of
all liens, restrictions, charges and encumbrances, and the Old Capital
Securities tendered for exchange are not subject to any adverse claims or
proxies. The holder also will warrant and agree that it will, upon request,
execute and deliver any additional documents deemed by the Trust or the
Exchange Agent to be necessary or desirable to complete the exchange, sale,
assignment, and transfer of the Old Capital Securities tendered pursuant to
the Exchange Offer.

PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES

VALID TENDER. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees and any other required documents, must
be received by the Exchange Agent at one of its addresses set forth under "--
Exchange Agent," and either (i) tendered Old Capital Securities must be
received by the Exchange Agent, or (ii) such Old Capital Securities must be
tendered pursuant to the procedures for book-entry transfer set forth below
and a book-entry confirmation must be received by the Exchange Agent, in each
case on or prior to the Expiration Date, or (iii) the guaranteed delivery
procedures set forth below must be complied with.

If less than all of the Old Capital Securities are tendered, a tendering
holder should fill in the amount of Old Capital Securities being tendered in
the appropriate box on the Letter of Transmittal. The entire amount of Old
Capital Securities delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated.

THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK-ENTRY TRANSFER. The Exchange Agent will establish an account with
respect to the Old Capital Securities at DTC for purposes of the Exchange
Offer within two business days after the date of this Prospectus. Any
financial institution that is a participant in DTC's book-entry transfer
facility system may make a book-entry delivery of the Old Capital Securities
by causing DTC to transfer such Old Capital Securities into the Exchange
Agent's account at DTC in accordance with DTC's procedures for transfers.
However, although delivery of Old Capital Securities may be effected through
book-entry transfer into the Exchange Agent's account at DTC, the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees and any other required documents, must
in any case be delivered to and received by the Exchange Agent at its address
set forth under "--Exchange Agent" on or prior to the Expiration Date, or the
guaranteed delivery procedure set forth below must be complied with.

DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

SIGNATURE GUARANTEES. Certificates for the Old Capital Securities need
not be endorsed and signature guarantees on the Letter of Transmittal are
unnecessary unless (a) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the
certificate or (b) such holder completes the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in the Letter of
Transmittal. In the case of (a) or (b) above, such certificates for Old
Capital Securities must be duly endorsed or accompanied by a properly
executed bond power, with the endorsement or signature on the bond power and
on the Letter of Transmittal guaranteed by a firm or other entity identified
in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii)
a broker, dealer, municipal securities broker or dealer or government
securities broker or dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a
savings association that is a participant in a Securities Transfer
Association (an "Eligible Institution"), unless surrendered on behalf of such
Eligible Institution. See Instruction 1 to the Letter of Transmittal.

GUARANTEED DELIVERY. If a holder desires to tender Old Capital
Securities pursuant to the Exchange Offer and the certificates for such Old
Capital Securities are not immediately available or time will not permit all
required documents to reach the Exchange Agent on or prior to the Expiration
Date, or the procedure for book-entry transfer cannot be completed on a
timely basis, such Old Capital Securities may nevertheless be tendered,
provided that all of the following guaranteed delivery procedures are
complied with:

(a) such tenders are made by or through an Eligible Institution;

(b) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
is received by the Exchange Agent, as provided below, on or prior to the
Expiration Date; and

(c) the certificates (or a book-entry confirmation) representing all
tendered Old Capital Securities, in proper form for transfer, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees and any other documents
required by the Letter of Transmittal, are received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution
of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand, or
transmitted by facsimile or mail to the Exchange Agent and must include a
guarantee by an Eligible Institution in the form set forth in such notice.

Notwithstanding any other provision hereof, the delivery of New Capital
Securities in exchange for Old Capital Securities tendered and accepted for
exchange pursuant to the Exchange Offer will in all cases be made only after
timely receipt by the Exchange Agent of Old Capital Securities, or of a book-
entry confirmation with respect to such Old Capital Securities, and a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees and any other
documents required by the Letter of Transmittal. Accordingly, the delivery
of New Capital Securities might not be made to all tendering holders at the
same time, and will depend upon when Old Capital Securities, book-entry
confirmations with respect to Old Capital Securities and other required
documents are received by the Exchange Agent.

The Trust's acceptance for exchange of Old Capital Securities tendered
pursuant to any of the procedures described above will constitute a binding
agreement between the tendering holder and the Trust upon the terms and
subject to the conditions of the Exchange Offer.

DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange
of any tendered Old Capital Securities will be determined by the Corporation
and the Trust, in their sole discretion, whose determination shall be final
and binding on all parties. The Corporation and the Trust reserve the
absolute right, in their sole and absolute discretion, to reject any and all
tenders determined by them not to be in proper form or the acceptance of
which, or exchange for, may, in the opinion of counsel to the Corporation and
the Trust, be unlawful. The Corporation and the Trust also reserve the
absolute right, subject to applicable law, to waive any of the conditions of
the Exchange Offer as set forth under "--Conditions to the Exchange Offer" or
any condition or irregularity in any tender of Old Capital Securities of any
particular holder whether or not similar conditions or irregularities are
waived in the case of other holders.

The interpretation by the Corporation and the Trust of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding. No tender of Old Capital
Securities will be deemed to have been validly made until all irregularities
with respect to such tender have been cured or waived. Neither the
Corporation, the Trust, any affiliates or assigns of the Corporation or the
Trust, the Exchange Agent nor any other person shall be under any duty to
give any notification of any irregularities in tenders or incur any liability
for failure to give any such notification.

If any Letter of Transmittal, endorsement, bond power, power of
attorney, or any other document required by the Letter of Transmittal is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
unless waived by the Corporation and the Trust, proper evidence satisfactory
to the Corporation and the Trust, in their sole discretion, of such person's
authority to so act must be submitted.

A beneficial owner of Old Capital Securities that are held by or
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee or custodian is urged to contact such entity promptly if such
beneficial holder wishes to participate in the Exchange Offer.

RESALES OF NEW CAPITAL SECURITIES

The Trust is making the Exchange Offer for the New Capital Securities in
reliance on the position of the staff of the Division of Corporation Finance
of the Commission as set forth in certain interpretive letters addressed to
third parties in other transactions. However, neither the Corporation nor
the Trust sought its own interpretive letter and there can be no assurance
that the staff of the Division of Corporation Finance of the Commission would
make a similar determination with respect to the Exchange Offer as it has in
such interpretive letters to third parties. Based on these interpretations
by the staff of the Division of Corporation Finance of the Commission, and
subject to the two immediately following sentences, the Corporation and the
Trust believe that New Capital Securities issued pursuant to this Exchange
Offer in exchange for Old Capital Securities may be offered for resale,
resold and otherwise transferred by a holder thereof (other than a holder who
is a broker-dealer) without further compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that such
New Capital Securities are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution (within the
meaning of the Securities Act) of such New Capital Securities. However, any
holder of Old Capital Securities who is an "affiliate" of the Corporation or
the Trust or who intends to participate in the Exchange Offer for the purpose
of distributing New Capital Securities, or any broker-dealer who purchased
Old Capital Securities from the Trust to resell pursuant to Rule 144A or any
other available exemption under the Securities Act, (a) will not be able to
rely on the interpretations of the staff of the Division of Corporation
Finance of the Commission set forth in the above-mentioned interpretive
letters, (b) will not be permitted or entitled to tender such Old Capital
Securities in the Exchange Offer and (c) must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any sale or other transfer of such Old Capital Securities unless such sale is
made pursuant to an exemption from such requirements. In addition, as
described below, if any broker-dealer holds Old Capital Securities
acquired for its own account as a result of market-making or other trading
activities and exchanges such Old Capital Securities for New Capital
Securities, then such broker-dealer must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of such New
Capital Securities.

Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required
to represent that (i) it is not an "affiliate" of the Corporation or the
Trust, (ii) any New Capital Securities to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement
or understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Capital Securities, and (iv) if
such holder is not a broker-dealer, such holder is not engaged in, and does
not intend to engage in, a distribution (within the meaning of the Securities
Act) of such New Capital Securities. In addition, the Corporation and the
Trust may require such holder, as a condition to such holder's eligibility to
participate in the Exchange Offer, to furnish to the Corporation and the
Trust (or an agent thereof) in writing information as to the number of
"beneficial owners" (within the meaning of Rule 13d-3 under the Exchange Act)
on behalf of whom such holder holds the Capital Securities to be exchanged in
the Exchange Offer. Each broker-dealer that receives New Capital Securities
for its own account pursuant to the Exchange Offer must acknowledge that it
acquired the Old Capital Securities for its own account as the result of
market-making activities or other trading activities and must agree that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Capital Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. Based on the position taken by the staff
of the Division of Corporation Finance of the Commission in the interpretive
letters referred to above, the Corporation and the Trust believe that
Participating Broker-Dealers who acquired Old Capital Securities for their
own accounts as a result of market-making activities or other trading
activities may fulfill their prospectus delivery requirements with respect to
the New Capital Securities received upon exchange of such Old Capital
Securities (other than Old Capital Securities which represent an unsold
allotment from the original sale of the Old Capital Securities) with a
prospectus meeting the requirements of the Securities Act, which may be the
prospectus prepared for an exchange offer so long as it contains a
description of the plan of distribution with respect to the resale of such
New Capital Securities. Accordingly, this Prospectus, as it may be amended
or supplemented from time to time, may be used by a Participating Broker-
Dealer during the period referred to below in connection with resales of New
Capital Securities received in exchange for Old Capital Securities where such
Old Capital Securities were acquired by such Participating Broker-Dealer for
its own account as a result of market-making or other trading activities.
Subject to certain provisions set forth in the Registration Rights Agreement,
the Corporation and the Trust have agreed that this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such New Capital Securities for a
period ending 90-days after the Expiration Date (subject to extension under
certain limited circumstances described below) or, if earlier, when all such
New Capital Securities have been disposed of by such Participating Broker-
Dealer. See "Plan of Distribution." However, a Participating Broker-Dealer
who intends to use this Prospectus in connection with the resale of New
Capital Securities received in exchange for Old Capital Securities pursuant
to the Exchange Offer must notify the Corporation or the Trust, or cause the
Corporation or the Trust to be notified, on or prior to the Expiration Date,
that it is a Participating Broker-Dealer. Such notice may be given in the
space provided for that purpose in the Letter of Transmittal or may be
delivered to the Exchange Agent at one of the addresses set forth herein
under "--Exchange Agent." Any Participating Broker-Dealer who is an
"affiliate" of the Corporation or the Trust may not rely on such interpretive
letters and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.

In that regard, each Participating Broker-Dealer who surrenders Old
Capital Securities pursuant to the Exchange Offer will be deemed to have
agreed, by execution of the Letter of Transmittal, that, upon receipt of
notice from the Corporation or the Trust of the occurrence of any event or
the discovery of any fact which makes any statement contained or incorporated
by reference in this Prospectus untrue in any material respect or which
causes this Prospectus to omit to state a material fact necessary in order to
make the statements contained or incorporated by reference herein, in light
of the circumstances under which they were made, not misleading or of the
occurrence of certain other events specified in the Registration Rights
Agreement, such Participating Broker-Dealer will suspend the sale of New
Capital Securities (or the New Guarantee or the New Junior Subordinated
Debentures, as applicable) pursuant to this Prospectus until the Corporation
or the Trust has amended or supplemented this Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to such Participating Broker-Dealer or the
Corporation or the Trust has given notice that the sale of the New Capital
Securities (or the New Guarantee or the New Junior Subordinated Debentures,
as applicable) may be resumed, as the case may
be. If the Corporation or the Trust gives such notice to
suspend the sale of the New Capital Securities (or the New Guarantee or the
New Junior Subordinated Debentures, as applicable), it shall extend the 90-
day period referred to above during which Participating Broker-Dealers are
entitled to use this Prospectus in connection with the resale of New Capital
Securities by the number of days during the period from and including the
date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the amended or
supplemented Prospectus necessary to permit resales of the New Capital
Securities or to and including the date on which the Corporation or the Trust
has given notice that the sale of New Capital Securities (or the New
Guarantee or the New Junior Subordinated Debentures, as applicable) may be
resumed, as the case may be.

WITHDRAWAL RIGHTS

Except as otherwise provided herein, tenders of Old Capital Securities
may be withdrawn at any time on or prior to the Expiration Date.

In order for a withdrawal to be effective a written, telegraphic, telex
or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth under "--
Exchange Agent" on or prior to the Expiration Date. Any such notice of
withdrawal must specify the name of the person who tendered the Old Capital
Securities to be withdrawn, the aggregate principal amount of Old Capital
Securities to be withdrawn, and (if certificates for such Old Capital
Securities have been tendered) the name of the registered holder of the Old
Capital Securities as set forth on the Old Capital Securities, if different
from that of the person who tendered such Old Capital Securities. If Old
Capital Securities have been delivered or otherwise identified to the
Exchange Agent, then prior to the physical release of such Old Capital
Securities, the tendering holder must submit the serial numbers shown on the
particular Old Capital Securities to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution, except in
the case of Old Capital Securities tendered for the account of an Eligible
Institution. If Old Capital Securities have been tendered pursuant to the
procedures for book-entry transfer set forth in "--Procedures for Tendering
Old Capital Securities," the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of Old
Capital Securities, in which case a notice of withdrawal will be effective if
delivered to the Exchange Agent by written, telegraphic, telex or facsimile
transmission. Withdrawals of tenders of Old Capital Securities may not be
rescinded. Old Capital Securities properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the Expiration Date by following any of
the procedures described above under "--Procedures for Tendering Old Capital
Securities."

All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Trust, in
its sole discretion, whose determination shall be final and binding on all
parties. Neither the Corporation, the Trust, any affiliates or assigns of
the Corporation or the Trust, the Exchange Agent nor any other person shall
be under any duty to give any notification of any irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any Old Capital Securities which have been tendered but which
are withdrawn will be returned to the holder thereof promptly after
withdrawal.

DISTRIBUTIONS ON NEW CAPITAL SECURITIES

Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive Distributions on such Old Capital
Securities and will be deemed to have waived the right to receive any
Distributions on such Old Capital Securities accumulated from and after
December 10, 1996. Accordingly, holders of New Capital Securities as of the
record date for the payment of Distributions on June 15, 1997 will be
entitled to receive Distributions accumulated from and after December 10,
1996.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Corporation and the Trust will not be
required to accept for exchange, or to exchange, any Old Capital Securities
for any New Capital Securities, and, as described below, may terminate the
Exchange Offer (whether or not any Old Capital Securities have theretofore
been accepted for exchange) or may waive any conditions to or amend the
Exchange Offer, if any of the following conditions have occurred or exists or
have not been satisfied:

(a) there shall occur a change in the current interpretation by the
staff of the Commission which permits the New Capital Securities issued
pursuant to the Exchange Offer in exchange for Old Capital Securities to be
offered for resale, resold and otherwise transferred by holders thereof
(other than broker-dealers and any such holder which is an "affiliate" of the
Corporation or the Trust within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such New Capital Securities
are acquired in the ordinary course of such holders' business and such
holders have no arrangement or understanding with any person to participate
in the distribution of such New Capital Securities; or

(b) any law, statute, rule or regulation shall have been adopted or
enacted which, in the judgment of the Corporation or the Trust, would
reasonably be expected to impair its ability to proceed with the Exchange
Offer; or

(c) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement or proceedings shall have been initiated or, to the knowledge of
the Corporation or the Trust, threatened for that purpose any governmental
approval has not been obtained, which approval the Corporation or the Trust
shall, in its sole discretion, deem necessary for the consummation of the
Exchange Offer as contemplated hereby.

If the Corporation or the Trust determines in its sole and absolute
discretion that any of the foregoing events or conditions has occurred or
exists or has not been satisfied, it may, subject to applicable law,
terminate the Exchange Offer (whether or not any Old Capital Securities have
theretofore been accepted for exchange) or may waive any such condition or
otherwise amend the terms of the Exchange Offer in any respect. If such
waiver or amendment constitutes a material change to the Exchange Offer, the
Corporation or the Trust will promptly disclose such waiver or amendment by
means of a prospectus supplement that will be distributed to the registered
holders of the Old Capital Securities and will extend the Exchange Offer to
the extent required by Rule 14e-1 under the Exchange Act.

EXCHANGE AGENT

The Bank of New York has been appointed as Exchange Agent for the
Exchange Offer. Delivery of the Letters of Transmittal and any other
required documents, questions, requests for assistance, and requests for
additional copies of this Prospectus or of the Letter of Transmittal should
be directed to the Exchange Agent as follows:

BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY:
The Bank of New The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attention: Reorganization Department, Attention: Reorganization Department,
George Johnson George Johnson

Confirm By Telephone:
(212) 815-4997

Facsimile Transmissions:
(ELIGIBLE INSTITUTIONS ONLY)
(212) 571-3080

Delivery to other than the above addresses or facsimile number will not
constitute a valid delivery.

FEES AND EXPENSES

The Corporation has agreed to pay the Exchange Agent reasonable and
customary fees for its services and will reimburse it for its reasonable out-
of-pocket expenses in connection therewith. The Corporation will also pay
brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of
this Prospectus and related documents to the beneficial owners of Old Capital
Securities, and in handling or tendering for their customers.

Holders who tender their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however,
New Capital Securities are to be delivered to, or are to be issued in the
name of, any person other than the registered holder of the Old Capital
Securities tendered, or if a transfer tax is imposed for any reason other
than the exchange of Old Capital Securities in connection with the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.

Neither the Corporation nor the Trust will make any payment to brokers,
dealers or other nominees soliciting acceptances of the Exchange Offer.

DESCRIPTION OF NEW SECURITIES

DESCRIPTION OF NEW CAPITAL SECURITIES

Pursuant to the terms of the Trust Agreement, the Trust has issued the
Old Capital Securities and the Common Securities and will issue the New
Capital Securities. The New Capital Securities will represent preferred
beneficial interests in the Trust and the holders of the New Capital
Securities and the Old Capital Securities will be entitled to a preference
over the Common Securities in certain circumstances with respect to
Distributions and amounts payable on redemption of the Trust Securities or
liquidation of the Trust. See "--Subordination of Common Securities." The
Trust Agreement has been qualified under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). This summary of certain provisions of
the New Capital Securities and the Trust Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Trust Agreement, including the definitions therein
of certain terms.

GENERAL. The Capital Securities (including the Old Capital Securities
and the New Capital Securities) are limited to $250,000,000 aggregate
Liquidation Amount at any one time outstanding. The Capital Securities will
rank pari passu, and payments will be made thereon pro rata, with the Old
Capital Securities and the Common Securities except as described under "--
Subordination of Common Securities." Legal title to the Junior Subordinated
Debentures will be held by the Property Trustee in trust for the benefit of
the holders of the Capital Securities and Common Securities. The New
Guarantee will be a guarantee on a subordinated basis but will not guarantee
payment of Distributions or amounts payable on redemption of the New Capital
Securities or on liquidation of the Trust when the Trust does not have funds
on hand legally available for such payments. See "--Description of New
Guarantee."

DISTRIBUTIONS. Distributions on the New Capital Securities will be
cumulative, will accumulate from December 10, 1996 and will be payable
semi-annually in arrears on June 15 and December 15 of each year, commencing
June 15, 1997, at the annual rate of 73/4% of the Liquidation Amount to the
holders of the New Capital Securities on the relevant record dates. The
record dates will be the first day of the month in which the relevant
Distribution Date (as defined below) falls. The amount of Distributions
payable for any period will be computed on the basis of a 360-day year of
twelve 30-day months. In the event that any date on which Distributions are
payable on the New Capital Securities is not a Business Day (as defined
below), payment of the Distribution payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect to any such delay), in each case with the same force and
effect as if made on such date (each date on which Distributions are payable
in accordance with the foregoing, a "Distribution Date"). A "Business Day"
shall mean any day other than a Saturday or a Sunday, or a day on which
banking institutions in The City of New York or Boston, Massachusetts are
authorized or required by law or executive order to remain closed.

So long as no Debenture Event of Default shall have occurred and be
continuing, the Corporation will have the right under the Indenture to defer
the payment of interest on the New Junior Subordinated Debentures at any time
or from time to time for a period not exceeding 10 consecutive semi-annual
periods with respect to each Extension Period, provided that no Extension
Period may extend beyond the Stated Maturity Date. Upon any such election,
semi-annual Distributions on the New Capital Securities will be deferred by
the Trust during any such Extension Period. Distributions to which holders of
the New Capital Securities are entitled during any such Extension Period will
accumulate additional Distributions thereon at the rate per annum of 73/4%
thereof, compounded semi-annually from the relevant Distribution Date, but
not exceeding the interest rate then accruing on the New Junior Subordinated
Debentures. The term "Distributions," as used herein, shall include any such
additional Distributions.

Prior to the termination of any such Extension Period, the Corporation
may further extend such Extension Period, provided that such extension does
not cause such Extension Period to exceed 10 consecutive semi-annual periods
or to extend beyond the Stated Maturity Date. Upon the termination of any
such Extension Period and the payment of all amounts then due, and subject to
the foregoing limitations, the Corporation may elect to begin a new Extension
Period. The Corporation must give the Property Trustee, the Administrative
Trustees and the Debenture Trustee notice of its election of any such
Extension Period at least five Business Days prior to the earlier of (i) the
date the Distributions on the New Capital Securities would have been payable
except for the election to begin such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to any securities
exchange or to holders of such New Capital Securities of the record date or
the date such Distributions are payable but in any event not less than five
Business Days prior to such record date. There is no limitation on the number
of times that the Corporation may elect to begin an Extension Period. See "--
Description of New Junior Subordinated Debentures--Option to Extend Interest
Payment Period" and "Certain United States Federal Income Tax Considerations-
- -Interest Income and Original Issue Discount."

During any such Extension Period, the Corporation may not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any of the Corporation's capital stock
(which includes common and preferred stock) or (ii) make any payment of
principal of or premium, if any, or interest on or repay, repurchase or
redeem any debt securities of the Corporation (including Other Debentures)
that rank pari passu with or junior in right of payment to the New Junior
Subordinated Debentures or (iii) make any guarantee payments with respect to
any guarantee by the Corporation of the debt securities of any subsidiary of
the Corporation (including Other Guarantees) if such guarantee ranks pari
passu with or junior in right of payment to the New Junior Subordinated
Debentures (other than (a) dividends or distributions in shares of, or
options, warrants or rights to subscribe for or purchase shares of, common
stock of the Corporation, (b) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the issuance of
stock under any such plan in the future, or the redemption or repurchase of
any such rights pursuant thereto, (c) payments under the Guarantee, (d) as a
result of a reclassification of the Corporation's capital stock or the
exchange or conversion of one class, or series of the Corporation's capital
stock for another class or series of the Corporation's capital stock, (e) the
purchase of fractional interests in shares of the Corporation's capital stock
pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, and (f) purchases of common stock
related to the issuance of common stock or rights under any of the
Corporation's benefit plans for its directors, officers or employees or any
of the Corporation's dividend reinvestment plans).

Although the Corporation may in the future exercise its option to defer
payments of interest on the New Junior Subordinated Debentures, the
Corporation has no such current intention.

The revenue of the Trust available for distribution to holders of the
Capital Securities will be limited to payments under the New Junior
Subordinated Debentures in which the Trust will invest the proceeds from the
issuance and sale of the Trust Securities. See "--Description of New Junior
Subordinated Debentures--General." If the Corporation does not make interest
payments on the New Junior Subordinated Debentures, the Property Trustee will
not have funds available to pay Distributions on the New Capital Securities.
The payment of Distributions (if and to the extent the Trust has funds on
hand legally available for the payment of such Distributions) will be
guaranteed by the Corporation on a limited basis as set forth herein under "-
- -Description of New Guarantee."

REDEMPTION. Upon the repayment on the Stated Maturity Date or
prepayment prior to the Stated Maturity Date of the New Junior Subordinated
Debentures, the proceeds from such repayment or prepayment shall be applied
by the Property Trustee to redeem a Like Amount (as defined below) of the
Trust Securities, upon not less than 30 nor more than 60 days notice of a
date of redemption (the "Redemption Date"), at the applicable Redemption
Price, which shall be equal to (i) in the case of the repayment of the New
Junior Subordinated Debentures on the Stated Maturity Date, the Maturity
Redemption Price (equal to the principal of, and accrued interest on, the New
Junior Subordinated Debentures), (ii) in the case of the optional prepayment
of the New Junior Subordinated Debentures upon the occurrence and
continuation of a Special Event, the Special Event Redemption Price (equal to
the Special Event Prepayment Price in respect of the New Junior Subordinated
Debentures) and (iii) in the case of the optional prepayment of the New
Junior Subordinated Debentures other than as contemplated in clause (ii)
above, the Optional Redemption Price (equal to the Optional Prepayment Price
in respect of the New Junior Subordinated Debentures). See "--Description of
New Junior Subordinated Debentures--Optional Prepayment" and "--Special Event
Prepayment."

"Like Amount" means (i) with respect to a redemption of the Trust
Securities, Trust Securities having a Liquidation Amount equal to the
principal amount of Junior Subordinated Debentures to be paid in accordance
with their terms and (ii) with respect to a distribution of Junior
Subordinated Debentures upon the liquidation of the Trust, Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the holder to whom such Junior Subordinated
Debentures are distributed.

The Corporation will have the option to prepay the New Junior
Subordinated Debentures, (i) in whole or in part, on or after December 15,
2006, at the applicable Optional Prepayment Price and (ii) in whole but not
in part, at any time, upon the occurrence of a Special Event, at the Special
Event Prepayment Price, in each case subject to receipt of prior approval by
the Federal Reserve if then required under applicable capital guidelines or
policies of the Federal Reserve.

LIQUIDATION OF THE TRUST AND DISTRIBUTION OF NEW JUNIOR SUBORDINATED
DEBENTURES. The Corporation will have the right at any time to terminate the
Trust and cause the New Junior Subordinated Debentures to be distributed to
the holders of the Trust Securities in liquidation of the Trust. Such right
is subject to (i) the Corporation having received an opinion of counsel to
the effect that such distribution will not be a taxable event to holders of
New Capital Securities and (ii) the prior approval of the Federal Reserve if
then required under applicable capital guidelines or policies of the Federal
Reserve.

The Trust shall automatically terminate upon the first to occur of: (i)
certain events of bankruptcy, dissolution or liquidation of the Corporation;
(ii) the distribution of a Like Amount of the Junior Subordinated Debentures
to the holders of the Trust Securities, if the Corporation, as Sponsor, has
given written direction to the Property Trustee to terminate the Trust (which
direction is optional and, except as described above, wholly within the
discretion of the Corporation, as Sponsor); (iii) redemption of all of the
Trust Securities in accordance with their terms; (iv) expiration of the term
of the Trust; and (v) the entry of an order for the dissolution of the Trust
by a court of competent jurisdiction.

If a termination occurs as described in clause (i), (ii), (iv), or (v)
above, the Trust shall be liquidated by the Issuer Trustees as expeditiously
as the Issuer Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by
applicable law, to the holders of the Trust Securities a Like Amount of the
New Junior Subordinated Debentures, unless such distribution is determined by
the Property Trustee not to be practicable, in which event such holders will
be entitled to receive out of the assets of the Trust legally available for
distribution to holders, after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, an amount equal to the aggregate of
the Liquidation Amount plus accumulated and unpaid Distributions thereon to
the date of payment (such amount being the "Liquidation Distribution"). If
such Liquidation Distribution can be paid only in part because the Trust has
insufficient assets on hand legally available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on
the Capital Securities and the Common Securities shall be paid on a pro rata
basis, except that if a Debenture Event of Default has occurred and is
continuing, the Capital Securities shall have a priority over the Common
Securities. See "--Subordination of Common Securities." If an early
termination occurs as described in clause (v) above, the New Junior
Subordinated Debentures will be subject to optional prepayment, in whole but
not in part, on or after December 15, 2006.

If the Corporation elects not to prepay the Junior Subordinated
Debentures prior to maturity in accordance with their terms and either elects
not to or is unable to liquidate the Trust and distribute the Junior
Subordinated Debentures to holders of the Trust Securities, the Trust
Securities will remain outstanding until the repayment of the Junior
Subordinated Debentures on the Stated Maturity Date.

After the liquidation date is fixed for any distribution of Junior
Subordinated Debentures to holders of the Trust Securities, (i) the Trust
Securities will no longer be deemed to be outstanding, (ii) each registered
global certificate, if any, representing Trust Securities and held by DTC or
its nominee will receive a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution and (iii) any certificates representing Trust Securities not
held by DTC or its nominee will be deemed to represent New Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of such Trust Securities, and bearing accrued and unpaid interest in
an amount equal to the accumulated and unpaid Distributions on such Trust
Securities until such certificates are presented to the Administrative
Trustees or their agent for cancellation, whereupon the
Corporation will issue to such holder, and the Debenture
Trustee will authenticate, a certificate representing such Junior
Subordinated Debentures.

There can be no assurance as to the market prices for the New Capital
Securities or the New Junior Subordinated Debentures that may be distributed
in exchange for the Trust Securities if a dissolution and liquidation of the
Trust were to occur. Accordingly, the New Capital Securities that an investor
may purchase, or the New Junior Subordinated Debentures that the investor may
receive on dissolution and liquidation of the Trust, may trade at a discount
to the price that the investor paid to purchase the New Capital Securities
offered hereby.

REDEMPTION PROCEDURES. If applicable, Trust Securities shall be
redeemed at the applicable Redemption Price with the proceeds from the
contemporaneous repayment or prepayment of the New Junior Subordinated
Debentures. Any redemption of Trust Securities shall be made and the
applicable Redemption Price shall be payable on the Redemption Date only to
the extent that the Trust has funds legally available for the payment of such
applicable Redemption Price. See also "--Subordination of Common Securities."

If the Trust gives a notice of redemption in respect of the New Capital
Securities, then, by 12:00 noon, New York City time, on the Redemption Date,
to the extent funds are legally available, with respect to the New Capital
Securities held by DTC or its nominees, the Property Trustee will deposit
irrevocably with DTC funds sufficient to pay the applicable Redemption Price.
See "--Form, Denomination, Book-Entry Procedures and Transfer." With respect
to the New Capital Securities held in certificated form, the Property
Trustee, to the extent funds are legally available, will irrevocably deposit
with the paying agent for the New Capital Securities funds sufficient to pay
the applicable Redemption Price and will give such paying agent irrevocable
instructions and authority to pay the applicable Redemption Price to the
holders thereof upon surrender of their certificates evidencing the New
Capital Securities. See "--Payment and Paying Agency." Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date shall be
payable to the holders of such New Capital Securities on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such
deposit, all rights of the holders of the New Capital Securities will cease,
except the right of the holders of the New Capital Securities to receive the
applicable Redemption Price, but without interest on such Redemption Price,
and the New Capital Securities will cease to be outstanding. In the event
that any Redemption Date of New Capital Securities is not a Business Day,
then the applicable Redemption Price payable on such date will be paid on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), in each case with the same force and
effect as if made on such date. In the event that payment of the applicable
Redemption Price is improperly withheld or refused and not paid either by the
Trust or by the Corporation pursuant to the New Guarantee as described under
"--Description of New Guarantee," Distributions on New Capital Securities
will continue to accumulate at the then applicable rate, from the Redemption
Date originally established by the Trust to the date such applicable
Redemption Price is actually paid, in which case the actual payment date will
be the Redemption Date for purposes of calculating the applicable Redemption
Price.

Subject to applicable law (including, without limitation, United States
federal securities law), the Corporation or its subsidiaries may at any time
and from time to time purchase outstanding Capital Securities by tender, in
the open market or by private agreement.

Notice of any redemption will be mailed at least 30-days but not more
than 60-days prior to the Redemption Date to each holder of Trust Securities
at its registered address. Unless the Corporation defaults in payment of the
applicable Prepayment Price on, or in the repayment of, the Junior
Subordinated Debentures, on and after the Redemption Date Distributions will
cease to accrue on the Trust Securities called for redemption.

SUBORDINATION OF COMMON SECURITIES. Payment of Distributions on, and
the Redemption Price of, the Capital Securities and Common Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of the
Capital Securities and Common Securities; provided, however, that if on any
Distribution Date or Redemption Date a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution on, or applicable
Redemption Price of, any of the Common Securities, and no other payment on
account of the redemption, liquidation or other acquisition of the Common
Securities, shall be made unless payment in full in cash of all accumulated
and unpaid Distributions on all of the outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or in the case of
payment of the applicable Redemption Price the full amount of such Redemption
Price, shall have been made or provided for, and all funds available to the
Property Trustee shall first be applied to the payment in full in cash
of all Distributions on, or Redemption Price of, the Capital Securities
then due and payable.

In the case of any Event of Default, the Corporation as holder of the
Common Securities will be deemed to have waived any right to act with respect
to such Event of Default until the effect of such Event of Default shall have
been cured, waived or otherwise eliminated. Until any such Event of Default
has been so cured, waived or otherwise eliminated, the Property Trustee shall
act solely on behalf of the holders of the Capital Securities and not on
behalf of the Corporation as holder of the Common Securities, and only the
holders of the Capital Securities will have the right to direct the Property
Trustee to act on their behalf.

EVENTS OF DEFAULT; NOTICE. The occurrence of a Debenture Event of
Default (see "Description of New Junior Subordinated Debentures--Debenture
Events of Default") constitutes an "Event of Default" under the Trust
Agreement.

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the holders of the Capital Securities, the
Administrative Trustees and the Corporation, as Sponsor, unless such Event of
Default shall have been cured or waived. The Corporation, as Sponsor, and the
Administrative Trustees are required to file annually with the Property
Trustee a certificate as to whether or not they are in compliance with all
the conditions and covenants applicable to them under the Trust Agreement.

If a Debenture Event of Default has occurred and is continuing, the
Capital Securities shall have a preference over the Common Securities as
described under "--Liquidation of the Trust and Distribution of New Junior
Subordinated Debentures" and "--Subordination of Common Securities."

REMOVAL OF ISSUER TRUSTEES. Unless a Debenture Event of Default shall
have occurred and be continuing, any Issuer Trustee may be removed at any
time by the holder of the Common Securities. If a Debenture Event of Default
has occurred and is continuing, the Property Trustee and the Delaware Trustee
may be removed at such time by the holders of a majority in Liquidation
Amount of the outstanding Capital Securities. In no event will the holders of
the Capital Securities have the right to vote to appoint, remove or replace
the Administrative Trustees, which voting rights are vested exclusively in
the Corporation as the holder of the Common Securities. No resignation or
removal of an Issuer Trustee and no appointment of a successor trustee shall
be effective until the acceptance of appointment by the successor trustee in
accordance with the provisions of the Trust Agreement.

MERGER OR CONSOLIDATION OF ISSUER TRUSTEES. Any corporation into which
the Property Trustee, the Delaware Trustee or any Administrative Trustee that
is not a natural person may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Issuer Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust
business of such Issuer Trustee, shall be the successor of such Issuer
Trustee under the Trust Agreement, provided such corporation shall be
otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST.
The Trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any corporation or other Person, except as
described below. The Trust may, at the request of the Corporation, as
Sponsor, with the consent of the Administrative Trustees but without the
consent of the holders of the Capital Securities, merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to a
trust organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Capital Securities or (b) substitutes for the
Capital Securities other securities having substantially the same terms as
the Capital Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Capital Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Corporation expressly appoints a trustee of such
successor entity possessing the same powers and duties as the Property
Trustee with respect to the Junior Subordinated Debentures, (iii) the
Successor Securities are listed, or any Successor Securities will be listed
upon notification of issuance, on any national securities exchange or other
organization on which Capital Securities are then listed, if any, (iv) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause the Capital Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation,
amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the Capital Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
identical to that of the Trust, (vii) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Corporation has
received an opinion from independent counsel to the Trust experienced in such
matters to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the holders of the Capital Securities
(including any Successor Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be
required to register as an investment company under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), and (viii) the
Corporation or any permitted successor or assignee owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall
not, except with the consent of holders of 100% in Liquidation Amount of the
Trust Securities, consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any other entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Trust or the successor entity not to be classified as a
grantor trust for United States federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF THE TRUST AGREEMENT. Except as provided
below and under "--Mergers, Consolidations, Amalgamations or Replacements of
the Trust" and "--Description of New Guarantee--Amendments and Assignment"
and as otherwise required by law and the Trust Agreement, the holders of the
New Capital Securities will have no voting rights.

The Trust Agreement may be amended from time to time by the Corporation,
the Property Trustee and the Administrative Trustees, without the consent of
the holders of the Trust Securities (i) to cure any ambiguity, correct or
supplement any provisions in the Trust Agreement that may be inconsistent
with any other provision, or to make any other provisions with respect to
matters or questions arising under the Trust Agreement, which shall not be
inconsistent with the other provisions of the Trust Agreement, or (ii) to
modify, eliminate or add to any provisions of the Trust Agreement to such
extent as shall be necessary to ensure that the Trust will be classified for
United States federal income tax purposes as a grantor trust at all times
that any Trust Securities are outstanding or to ensure that the Trust will
not be required to register as an "investment company" under the Investment
Company Act; provided, however, that in the case of clause (i), such action
shall not adversely affect in any material respect the interests of the
holders of the Trust Securities, and any amendments of the Trust Agreement
shall become effective when notice thereof is given to the holders of the
Trust Securities. The Trust Agreement may be amended by the Issuer Trustees
and the Corporation (i) with the consent of holders representing a majority
(based upon Liquidation Amount) of the outstanding Trust Securities, and (ii)
upon receipt by the Issuer Trustees of an opinion of counsel to the effect
that such amendment or the exercise of any power granted to the Issuer
Trustees in accordance with such amendment will not affect the Trust's status
as a grantor trust for United States federal income tax purposes or the
Trust's exemption from status as an "investment company" under the Investment
Company Act, provided that, without the consent of each holder of Trust
Securities, the Trust Agreement may not be amended to (i) change the amount
or timing of any Distribution on the Trust Securities or otherwise adversely
affect the amount of any Distribution required to be made in respect of the
Trust Securities as of a specified date or (ii) restrict the right of a
holder of Trust Securities to institute suit for the enforcement of any such
payment on or after such date; it being understood that the New Capital
Securities and any Old Capital Securities which remain outstanding after
consummation of the Exchange Offer will vote together as a single class for
purposes of determining whether holders of the requisite percentage in
outstanding Liquidation Amount thereof have taken certain actions or
exercised certain rights under the Trust Agreement.

So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Issuer Trustees shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on such Property Trustee
with respect to the Junior Subordinated Debentures, (ii) waive certain past
defaults under the Indenture, (iii) exercise any right to rescind or annul a
declaration of acceleration of the maturity of the principal of the Junior
Subordinated Debentures or (iv) consent to any amendment, modification or
termination of the Indenture or the Junior Subordinated Debentures, where
such consent shall be required, without, in each case, obtaining the prior
approval of the holders of a majority in Liquidation Amount of all
outstanding Capital Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of Junior Subordinated
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of each holder of the Capital Securities.
The Issuer Trustees shall not revoke any action previously authorized or
approved by a vote of the holders of the Capital Securities except by
subsequent vote of such holders. The Property Trustee shall notify each
holder of Capital Securities of any notice of default with respect to the
Junior Subordinated Debentures. In addition to obtaining the foregoing
approvals of such holders of the Capital Securities, prior to taking any of
the foregoing actions, the Issuer Trustees shall obtain an opinion of counsel
experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States
federal income tax purposes on account of such action.

Any required approval of holders of New Capital Securities may be given
at a meeting of such holders convened for such purpose or pursuant to written
consent. The Property Trustee will cause a notice of any meeting at which
holders of New Capital Securities are entitled to vote, or of any matter upon
which action by written consent of such holders is to be taken, to be given
to each holder of record of New Capital Securities in the manner set forth in
the Trust Agreement.

No vote or consent of the holders of New Capital Securities will be
required for the Trust to redeem and cancel the New Capital Securities in
accordance with the Trust Agreement.

Notwithstanding that holders of the Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Capital Securities that are owned by the Corporation, the Issuer Trustees or
any affiliate of the Corporation or any Issuer Trustees, shall, for purposes
of such vote or consent, be treated as if they were not outstanding.

FORM, DENOMINATION, BOOK-ENTRY PROCEDURES AND TRANSFER. The New Capital
Securities initially will be represented by one or more Capital Securities in
registered, global form (collectively, the "Global Capital Securities"). The
Global Capital Securities will be deposited upon issuance with the Property
Trustee as custodian for DTC, in New York, New York, and registered in the
name of DTC or its nominee, in each case for credit to an account of a direct
or indirect participant in DTC as described below.

Except as set forth below, the Global Capital Securities may be
transferred, in whole and not in part, only to another nominee of DTC or to a
successor of DTC or its nominee. Beneficial interests in the Global Capital
Securities may not be exchanged for Capital Securities in certificated form
except in the limited circumstances described below.

DTC has advised the Trust and the Corporation that DTC is a limited
purpose trust company created to hold securities for its participating
organizations (collectively, the "Participants") and to facilitate the
clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Participants include securities brokers and dealers
(including the Initial Purchasers), banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interest and transfer of ownership
interest of each actual purchaser of each security held by or on behalf of
DTC are recorded on the records of the Participants and Indirect
Participants.

DTC has also advised the Trust and the Corporation that, pursuant to
procedures established by it, (i) upon deposit of the Global Capital
Securities, DTC will credit the accounts of Participants with portions of the
Liquidation Amount of the Global Capital Securities and (ii) ownership of
such interests in the Global Capital Securities will be shown on, and the
transfer of ownership thereof will be effected only through, records
maintained by DTC (with respect to the Participants) or by the Participants
and the Indirect Participants (with respect to other owners of beneficial
interests in the Global Capital Securities).

Except as described below, owners of beneficial interests in the Global
Capital Securities will not have Capital Securities registered in their name,
will not receive physical delivery of Capital Securities in certificated form
and will not be considered the registered owners or holders thereof under the
Trust Agreement for any purpose.

Payments in respect of the Global Capital Security registered in the
name of DTC or its nominee will be payable by the Property Trustee to DTC in
its capacity as the registered holder under the Trust Agreement. Under the
terms of the Trust Agreement, the Property Trustee will treat the persons in
whose names the Capital Securities, including the Global Capital Securities,
are registered as the owners thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. Consequently, neither
the Property Trustee nor any agent thereof has or will have any
responsibility or liability for (i) any aspect of DTC's records or any
Participant's or Indirect Participant's records relating to or payments made
on account of beneficial interests in the Global Capital Securities, or for
maintaining, supervising or reviewing any of DTC's records or any
Participant's or Indirect Participant's records relating to the beneficial
interests in the Global Capital Securities or (ii) any other matter relating
to the actions and practices of DTC or any of its Participants or Indirect
Participants. DTC has advised the Trust and the Corporation that its current
practice, upon receipt of any payment in respect of securities such as the
Capital Securities, is to credit the accounts of the relevant Participants
with the payment on the payment date, in amounts proportionate to their
respective holdings in Liquidation Amount of beneficial interests in the
relevant security as shown on the records of DTC unless DTC has reason to
believe it will not receive payment on such payment date. Payments by the
Participants and the Indirect Participants to the beneficial owners of New
Capital Securities will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the Property Trustee,
the Trust or the Corporation. Neither the Trust or the Corporation nor the
Property Trustee will be liable for any delay by DTC or any of its
Participants in identifying the beneficial owners of the New Capital
Securities, and the Trust, the Corporation and the Property Trustee may
conclusively rely on and will be protected in relying on instructions from
DTC or its nominee for all purposes.

Beneficial interests in the Global Capital Securities will trade in
DTC's Same-Day Funds Settlement System and secondary market trading activity
in such interests will therefore settle in immediately available funds,
subject in all cases to the rules and procedures of DTC and its participants.

DTC has advised the Trust and the Corporation that it will take any
action permitted to be taken by a holder of New Capital Securities only at
the direction of one or more Participants to whose account with DTC interests
in the Global Capital Securities are credited and only in respect of such
portion of the Liquidation Amount of the New Capital Securities as to which
such Participant or Participants has or have given such direction. However,
if there is an Event of Default under the Trust Agreement, DTC reserves the
right to exchange the Global Capital Securities for New Capital Securities in
certificated form and to distribute such New Capital Securities to its
Participants.

The information in this section concerning DTC and its book-entry system
has been obtained from sources that the Trust and the Corporation believe to
be reliable, but neither the Trust nor the Corporation takes responsibility
for the accuracy thereof.

A Global Capital Security is exchangeable for New Capital Securities in
registered certificated form if (i) DTC (x) notifies the Trust that it is
unwilling or unable to continue as Depositary for the Global Capital Security
and the Trust thereupon fails to appoint a successor Depositary within 90-
days or (y) has ceased to be a clearing agency registered under the Exchange
Act, (ii) the Corporation in its sole discretion elects to cause the issuance
of the New Capital Securities in certificated form or (iii) there shall have
occurred and be continuing an Event of Default or any event which after
notice or lapse of time or both would be an Event of Default under the Trust
Agreement. In addition, beneficial interests in a Global Capital Security may
be exchanged for certificated New Capital Securities upon request but only
upon at least 20-days prior written notice given to the Property Trustee by
or on behalf of DTC in accordance with customary procedures. In all cases,
certificated New Capital Securities delivered in exchange for any Global
Capital Security or beneficial interests therein will be registered in the
names, and issued in any approved denominations, requested by or on behalf of
the Depositary (in accordance with its customary procedures), unless the
Property Trustee determines otherwise in compliance with applicable law.

PAYMENT AND PAYING AGENCY. Payments in respect of the New Capital
Securities held in global form shall be made to the Depositary, which shall
credit the relevant accounts at the Depositary on the applicable Distribution
Dates or in respect of the New Capital Securities that are not held by the
Depositary, such payments shall be made by check mailed to the address of the
holder entitled thereto as such address shall appear on the register. The
paying agent (the "Paying Agent") shall initially be the Property Trustee and
any co-paying agent chosen by the Property Trustee and acceptable to the
Administrative Trustees and the Corporation. The Paying Agent shall be
permitted to resign as Paying Agent upon 30 days written notice to the
Property Trustee and the Corporation. In the event that
the Property Trustee shall no longer be the Paying Agent, the Administrative
Trustees shall appoint a successor (which shall be a bank or trust company
acceptable to the Administrative Trustees and the Corporation) to act as
Paying Agent.

REGISTRAR AND TRANSFER AGENT. The Property Trustee will act as
registrar and transfer agent for the New Capital Securities.

Registration of transfers of the New Capital Securities will be effected
without charge by or on behalf of the Trust, but upon payment of any tax or
other governmental charges that may be imposed in connection with any
transfer or exchange. The Trust will not be required to register or cause to
be registered the transfer of the New Capital Securities after they have been
called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE. The Property Trustee,
other than during the occurrence and continuance of an Event of Default,
undertakes to perform only such duties as are specifically set forth in the
Trust Agreement and, after such Event of Default, must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to this provision, the Property
Trustee is under no obligation to exercise any of the powers vested in it by
the Trust Agreement at the request of any holder of Trust Securities unless
it is offered reasonable indemnity against the costs, expenses and
liabilities that might be incurred thereby. If no Event of Default has
occurred and is continuing and the Property Trustee is required to decide
between alternative causes of action, construe ambiguous provisions in the
Trust Agreement or is unsure of the application of any provision of the Trust
Agreement, and the matter is not one on which holders of the Capital
Securities or the Common Securities are entitled under the Trust Agreement to
vote, then the Property Trustee shall take such action as is directed by the
Corporation and if not so directed, shall take such action as it deems
advisable and in the best interests of the holders of the Trust Securities
and will have no liability except for its own bad faith, negligence or
willful misconduct.

MISCELLANEOUS. The Administrative Trustees are authorized and directed
to conduct the affairs of and to operate the Trust in such a way that the
Trust will not be deemed to be an "investment company" required to be
registered under the Investment Company Act or classified as an association
taxable as a corporation for United States federal income tax purposes and so
that the Junior Subordinated Debentures will be treated as indebtedness of
the Corporation for United States federal income tax purposes. In this
connection, the Corporation and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the certificate of
trust of the Trust or the Trust Agreement, that the Corporation and the
Administrative Trustees determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially
adversely affect the interests of the holders of the Trust Securities.

Holders of the Trust Securities have no preemptive or similar rights.

The Trust may not borrow money, issue debt, execute mortgages or pledge
any of its assets.

DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES

The Old Junior Subordinated Debentures were issued and the New Junior
Subordinated Debentures will be issued as a separate series under the
Indenture. The Indenture has been qualified under the Trust Indenture Act.
This summary of certain terms and provisions of the Junior Subordinated
Debentures and the Indenture does not purport to be complete, and where
reference is made to particular provisions of the Indenture, such provisions,
including the definitions of certain terms, some of which are not otherwise
defined herein, are qualified in their entirety by reference to all of the
provisions of the Indenture and those terms made a part of the Indenture by
the Trust Indenture Act.

GENERAL. Concurrently with the issuance of the Capital Securities, the
Trust invested the proceeds thereof, together with the consideration paid by
the Corporation for the Common Securities, in Old Junior Subordinated
Debentures issued by the Corporation. Pursuant to the Exchange Offer, the
Corporation will exchange the Old Junior Subordinated Debentures, in an
amount corresponding to the Old Capital Securities accepted for exchange, for
a like aggregate principal amount of the New Junior Subordinated Debentures
as soon as practicable after the date hereof.

The New Junior Subordinated Debentures will bear interest at the annual
rate of 73/4% of the principal amount thereof, payable semi-annually in
arrears on June 15 and December 15 of each year (each, an "Interest Payment
Date"), commencing June 15, 1997, to the person in whose name each Junior
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the first day of the month in which the relevant payment
date falls. It is anticipated that, until the liquidation, if any, of the
Trust, each New Junior Subordinated Debenture will be held in the name of the
Property Trustee in trust for the benefit of the holders of the Trust
Securities. The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on the New Junior Subordinated Debentures
is not a Business Day, then payment of the interest payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), in each case with
the same force and effect as if made such date. Accrued interest that is not
paid on the applicable Interest Payment Date will bear additional interest on
the amount thereof (to the extent permitted by law) at the rate per annum of
73/4% thereof, compounded semi-annually. The term "interest", as used herein,
shall include semi-annual interest payments, interest on semi-annual interest
payments not paid on the applicable Interest Payment Date and Additional Sums
(as defined below), as applicable.

The New Junior Subordinated Debentures will mature on December 15, 2026
(the "Stated Maturity Date"). The New Junior Subordinated Debentures will
rank pari passu with the Old Junior Subordinated Debentures and with all
Other Debentures and will be unsecured and subordinate and junior in right of
payment to the extent and in the manner set forth in the Indenture to all
Senior Indebtedness. See "--Subordination." The Corporation is a
non-operating holding company and almost all of the operating assets of the
Corporation and its consolidated subsidiaries are owned by such subsidiaries.
The Corporation relies primarily on dividends from such subsidiaries to meet
its obligations. The Corporation is a legal entity separate and distinct from
its banking and non-banking affiliates. The principal sources of the
Corporation's income are dividends, interest and fees from its banking and
non-banking affiliates. The bank subsidiaries of the Corporation (the
"Banks") are subject to certain restrictions imposed by federal law on any
extensions of credit to, and certain other transactions with, the Corporation
and certain other affiliates, and on investments in stock or other securities
thereof. Such restrictions prevent the Corporation and such other affiliates
from borrowing from the Banks unless the loans are secured by various types
of collateral. Further, such secured loans, other transactions and
investments by any of the Banks are generally limited in amount as to the
Corporation and as to each of such other affiliates to 10% of such Bank's
capital and surplus and as to the Corporation and all of such other
affiliates to an aggregate of 20% of such Bank's capital and surplus. In
addition, payment of dividends to the Corporation by the Banks is subject to
ongoing review by banking regulators and is subject to various statutory
limitations and in certain circumstances requires approval by banking
regulatory authorities. Because the Corporation is a holding company, the
right of the Corporation to participate in any distribution of assets of any
subsidiary upon such subsidiary's liquidation or reorganization or otherwise,
is subject to the prior claims of creditors of the subsidiary, except to the
extent the Corporation may itself be recognized as a creditor of that
subsidiary. Accordingly, the New Junior Subordinated Debentures will be
effectively subordinated to all existing and future liabilities of the
Corporation's subsidiaries, and holders of New Junior Subordinated Debentures
should look only to the assets of the Corporation for payments on the New
Junior Subordinated Debentures. The Indenture does not limit the incurrence
or issuance of other secured or unsecured debt of the Corporation, including
Senior Indebtedness. See "--Subordination."

FORM, REGISTRATION AND TRANSFER. If the Junior Subordinated Debentures
are distributed to holders of the Trust Securities, such Junior Subordinated
Debentures may be represented by one or more global certificates registered
in the name of Cede & Co. as the nominee of DTC. The depositary arrangements
for such Junior Subordinated Debentures are expected to be substantially
similar to those in effect for the New Capital Securities. For a description
of DTC and the terms of the depositary arrangements relating to payments,
transfers, voting rights, redemptions and other notices and other matters,
see "--Description of New Capital Securities--Form, Denomination, Book-Entry
Procedures and Transfer."

PAYMENT AND PAYING AGENTS. Payment of principal of (and premium, if
any) and any interest on New Junior Subordinated Debentures will be made at
the office of the Debenture Trustee in The City of New York or at the office
of such Paying Agent or Paying Agents as the Corporation may designate from
time to time, except that at the option of the Corporation payment of any
interest may be made except in the case of New Junior Subordinated Debentures
in global form, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the register for New Junior
Subordinated Debentures or (ii) by transfer to an account maintained by the
Person entitled thereto as specified in such register, provided that proper
transfer instructions have been received by
the relevant Record Date. Payment of any interest on any New Junior
Subordinated Debenture will be made to the Person in whose name such New
Junior Subordinated Debenture is registered at the close of business on the
Record Date for such interest, except in the case of defaulted interest. The
Corporation may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent; however the Corporation will at all times be
required to maintain a Paying Agent in each Place of Payment for the New
Junior Subordinated Debentures.

Any moneys deposited with the Debenture Trustee or any Paying Agent, or
then held by the Corporation in trust, for the payment of the principal of
(and premium, if any) or interest on any New Junior Subordinated Debenture
and remaining unclaimed for two years after such principal (and premium, if
any) or interest has become due and payable shall, at the request of the
Corporation, be repaid to the Corporation and the holder of such New Junior
Subordinated Debenture shall thereafter look, as a general unsecured
creditor, only to the Corporation for payment thereof.

OPTION TO EXTEND INTEREST PAYMENT DATE. So long as no Debenture Event
of Default has occurred and is continuing, the Corporation will have the
right under the Indenture at any time during the term of the New Junior
Subordinated Debentures to defer the payment of interest at any time or from
time to time for a period not exceeding 10 consecutive semi-annual periods
with respect to each Extension Period, provided that no Extension Period may
extend beyond the Stated Maturity Date. At the end of such Extension Period,
the Corporation must pay all interest then accrued and unpaid (together with
interest thereon at the annual rate of 73/4%, compounded semi-annually, to
the extent permitted by applicable law). During an Extension Period, interest
will continue to accrue and holders of New Junior Subordinated Debentures
(and holders of the Trust Securities while Trust Securities are outstanding)
will be required to accrue interest income for United States federal income
tax purposes prior to the receipt of cash attributable to such income. See
"Certain United States Federal Income Tax Considerations--Interest Income and
Original Issue Discount."

During any such Extension Period, the Corporation may not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any of the Corporation's capital stock
(which includes common and preferred stock) or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Corporation (including any Other Debentures) that rank
pari passu with or junior in right of payment to the New Junior Subordinated
Debentures or (iii) make any guarantee payments with respect to any guarantee
by the Corporation of the debt securities of any subsidiary of the
Corporation (including any Other Guarantees) if such guarantee ranks pari
passu with or junior in right of payment to the New Junior Subordinated
Debentures (other than (a) dividends or distributions in shares of or
options, warrants or rights to subscribe for or purchase shares of, common
stock of the Corporation, (b) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the issuance of
stock under any such plan in the future, or the redemption or repurchase of
any such rights pursuant thereto, (c) payments under the Guarantee, (d) as a
result of a reclassification of the Corporation's capital stock or the
exchange or conversion of one class or series of the Corporation's capital
stock for another class or series of the Corporation's capital stock, (e) the
purchase of fractional interests in shares of the Corporation's capital stock
pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, and (f) purchases of common stock
related to the issuance of common stock or rights under any of the
Corporation's benefit plans for its directors, officers or employees or any
of the Corporation's dividend reinvestment plans).

Prior to the termination of any such Extension Period, the Corporation
may further extend such Extension Period, provided that such extension does
not cause such Extension Period to exceed 10 consecutive semi-annual periods
or to extend beyond the Stated Maturity Date. Upon the termination of any
such Extension Period and the payment of all amounts then due on any Interest
Payment Date, the Corporation may elect to begin a new Extension Period,
subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. The Corporation must
give the Property Trustee, the Administrative Trustees and the Debenture
Trustee notice of its election of any Extension Period (or an extension
thereof) at least five Business Days prior to the earlier of (i) the date the
Distributions on the Trust Securities would have been payable except for the
election to begin or extend such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to any securities
exchange or to holders of New Capital Securities of the record date or the
date such Distributions are payable, but in any event not less than five
Business Days prior to such record date. The Debenture Trustee shall give
notice of the Corporation's election to begin or extend a new Extension
Period to the holders of the Capital Securities. There is no limitation on
the number of times that the Corporation may elect to begin an Extension
Period.

OPTIONAL PREPAYMENT. The New Junior Subordinated Debentures will be
prepayable, in whole or in part, at the option of the Corporation on or after
December 15, 2006, subject to the Corporation having received prior approval
of the Federal Reserve if then required under applicable capital guidelines
or policies of the Federal Reserve, at a prepayment price (the "Optional
Prepayment Price") equal to the percentage of the outstanding principal
amount of the New Junior Subordinated Debentures specified below, plus, in
each case, accrued interest thereon to the date of prepayment if redeemed
during the 12-month period beginning December 15 of the years indicated
below:

Year Percentage
---- ----------
2006 . . . . . . . . . . . . . . . . . . . 103.875%
2007 . . . . . . . . . . . . . . . . . . . 103.488%
2008 . . . . . . . . . . . . . . . . . . . 103.100%
2009 . . . . . . . . . . . . . . . . . . . 102.713%
2010 . . . . . . . . . . . . . . . . . . . 102.325%
2011 . . . . . . . . . . . . . . . . . . . 101.938%
2012 . . . . . . . . . . . . . . . . . . . 101.550%
2013 . . . . . . . . . . . . . . . . . . . 101.163%
2014 . . . . . . . . . . . . . . . . . . . 100.775%
2015 . . . . . . . . . . . . . . . . . . . 100.388%
2016 and thereafter . . . . . . . . . . . . 100.000%

SPECIAL EVENT PREPAYMENT. If a Special Event shall occur and be
continuing, the Corporation may, at its option and subject to receipt of
prior approval of the Federal Reserve if then required under applicable
capital guidelines or policies of the Federal Reserve, prepay the New Junior
Subordinated Debentures in whole (but not in part) at any time within 90-days
of the occurrence of such Special Event, at a prepayment price (the "Special
Event Prepayment Price") equal to the greater of (i) 100% of the principal
amount of such Junior Subordinated Debentures or (ii) the sum, as determined
by a Quotation Agent, of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the prepayment date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus, in each case, accrued interest
thereon to the date of prepayment.

A "Special Event" means a Tax Event or a Regulatory Capital Event (as
defined below), as the case may be.

A "Tax Event" means the receipt by the Corporation and the Trust of an
opinion of counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or
any political subdivision or taxing authority thereof or therein, or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change
is effective or such pronouncement or decision is announced on or after
December 10, 1996, there is more than an insubstantial risk that (i) the
Trust is, or will be within 90-days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued
on the Junior Subordinated Debentures, (ii) interest payable by the
Corporation on the Junior Subordinated Debentures is not, or within 90-days
of the date of such opinion will not be, deductible by the Corporation, in
whole or in part, for United States federal income tax purposes, or (iii) the
Trust is, or will be within 90-days of the date of such opinion, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges.

A "Regulatory Capital Event" means that the Corporation shall have
received an opinion of independent bank regulatory counsel experienced in
such matters to the effect that, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any rules, guidelines or
policies of the Federal Reserve or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement or
decision is announced on or after December 10, 1996, the Capital Securities
do not constitute, or within 90 days of the date thereof, will not
constitute, Tier I Capital (or its then equivalent); provided, however, that
the distribution of the Junior Subordinated Debentures in connection with the
liquidation of the Trust by the Corporation shall
not in and of itself constitute a Regulatory Capital Event
unless such liquidation shall have occurred in connection with a Tax Event.

"Adjusted Treasury Rate" means, with respect to any prepayment date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such prepayment date plus (i) 1.00% if such prepayment
date occurs on or prior to December 31, 1997 and (ii) 0.50% in all other
cases.

"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the New Junior Subordinated Debentures to be prepaid that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the New Junior Subordinated
Debentures.

"Quotation Agent" means the Reference Treasury Dealer appointed by the
Corporation. "Reference Treasury Dealer" means: (i) Morgan Stanley & Co.
Incorporated and its respective successors; provided, however, that if the
foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Corporation shall substitute
therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury
Dealer selected by the Corporation.

"Comparable Treasury Price" means, with respect to any prepayment date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such prepayment date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such Business
Day, (A) the average of the Reference Treasury Dealer Quotations for such
prepayment date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Debenture Trustee obtains fewer
than three such Reference Treasury Dealer Quotations, the average of all such
Quotations.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any prepayment date, the average, as determined
by the Debenture Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Debenture Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
such prepayment date.

"Additional Sums" means the additional amounts as may be necessary in
order that the amount of Distributions then due and payable by the Trust on
the outstanding Capital Securities and Common Securities shall not be reduced
as a result of any additional taxes, duties and other governmental charges to
which the Trust has become subject as a result of a Tax Event.

Notice of any prepayment will be mailed at least 30 days but not more
than 60-days before the redemption date to each holder of New Junior
Subordinated Debentures to be prepaid at its registered address. Unless the
Corporation defaults in payment of the prepayment price, on and after the
prepayment date interest ceases to accrue on such New Junior Subordinated
Debentures called for prepayment.

If the Trust is required to pay any additional taxes, duties or other
governmental charges as a result of a Tax Event, the Corporation will pay as
additional amounts on the New Junior Subordinated Debentures the Additional
Sums.

RESTRICTIONS ON CERTAIN PAYMENTS. The Corporation will also covenant
that it will not, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any
of the Corporation's capital stock (which includes common and preferred
stock) or (ii) make any payment of principal, interest or premium, if any, on
or repay or repurchase or redeem any debt securities of the Corporation
(including Other Debentures) that rank pari passu with or junior in right of
payment to the New Junior Subordinated Debentures or (iii) make any guarantee
payments with respect to any guarantee by the Corporation of the debt
securities of any subsidiary of the Corporation (including under Other
Guarantees) if such guarantee ranks pari passu
or junior in right of payment to the New Junior Subordinated Debentures
(other than (a) dividends or distributions in shares of, or options, warrants
or rights to subscribe for or purchase shares of, common stock of the
Corporation, (b) any declaration of a dividend in connection with the
implementation of a stockholder's rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the Guarantee, (d) as a result of
a reclassification of the Corporation's capital stock or the exchange or
conversion of one class or series of the Corporation's capital stock for
another class or series of the Corporation's capital stock, (e) the purchase
of fractional interests in shares of the Corporation's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, and (f) purchases of common stock
related to the issuance of common stock or rights under any of the
Corporation's benefit plans for its directors, officers or employees or any
of the Corporation's dividend reinvestment plans) if at such time (1) there
shall have occurred any event of which the Corporation has actual knowledge
that (a) is, or with the giving of notice or the lapse of time, or both,
would be, a Debenture Event of Default and (b) in respect of which the
Corporation shall not have taken reasonable steps to cure, (2) if such New
Junior Subordinated Debentures are held by the Trust, the Corporation shall
be in default with respect to its payment of any obligations under the New
Guarantee or (3) the Corporation shall have given notice of its election of
an Extension Period as provided in the Indenture and shall not have rescinded
such notice, and such Extension Period, or any extension thereof, shall have
commenced.

MODIFICATION OF INDENTURE. From time to time the Corporation and the
Debenture Trustee may, without the consent of the holders of Junior
Subordinated Debentures, amend, waive or supplement the Indenture for
specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies (provided that any such action does not materially
adversely affect the interest of the holders of Junior Subordinated
Debentures) and qualifying, or maintaining the qualification of, the
Indenture under the Trust Indenture Act. The Indenture contains provisions
permitting the Corporation and the Debenture Trustee, with the consent of the
holders of a majority in principal amount of Junior Subordinated Debentures,
to modify the Indenture in a manner affecting the rights of the holders of
Junior Subordinated Debentures; provided, that no such modification may,
without the consent of the holders of each outstanding Junior Subordinated
Debenture so affected, (i) change the Stated Maturity, or reduce the
principal amount of the Junior Subordinated Debentures or reduce the rate or
extend the time of payment of interest thereon or (ii) reduce the percentage
of principal amount of Junior Subordinated Debentures, the holders of which
are required to consent to any such modification of the Indenture.

DEBENTURE EVENTS OF DEFAULT. The Indenture provides that any one or
more of the following described events with respect to the New Junior
Subordinated Debentures constitutes a "Debenture Event of Default" (whatever
the reason for such Debenture Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(i) failure for 30-days to pay any interest on the New Junior
Subordinated Debentures or any Other Debentures when due (subject to the
deferral of any due date in the case of an Extension Period); or

(ii) failure to pay any principal or premium, if any, on the New Junior
Subordinated Debentures or any Other Debentures when due whether at maturity,
upon redemption, by declaration of acceleration of maturity or otherwise; or

(iii) failure to observe or perform in any material respect certain
other covenants contained in the Indenture for 90-days after written notice
to the Corporation from the Debenture Trustee or the holders of at least 25%
in aggregate outstanding principal amount of Junior Subordinated Debentures;
or
(iv) certain events in bankruptcy, insolvency or reorganization of the
Corporation.

The holders of a majority in aggregate outstanding principal amount of
the Junior Subordinated Debentures have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Debenture Trustee. The Debenture Trustee or the holders of not less than 25%
in aggregate outstanding principal amount of the Junior Subordinated
Debentures may declare the principal due and payable immediately upon a
Debenture Event of Default. The holders of a majority in aggregate
outstanding principal amount of the Junior Subordinated Debentures may annul
such declaration and waive the default if the default (other than the
non-payment of the principal of the Junior Subordinated Debentures which has
become due solely by such acceleration) has been
cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Debenture Trustee.

The holders of a majority in aggregate outstanding principal amount of
the Junior Subordinated Debentures affected thereby may, on behalf of the
holders of all the Junior Subordinated Debentures, waive any past default,
except a default in the payment of principal (or premium, if any) or interest
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest (and premium, if any) and principal due otherwise
than by acceleration has been deposited with the Debenture Trustee) or a
default in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Junior Subordinated Debenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF NEW CAPITAL SECURITIES. If
a Debenture Event of Default shall have occurred and be continuing and shall
be attributable to the failure of the Corporation to pay interest (or
premium, if any) on or principal of the New Junior Subordinated Debentures on
the due date, a holder of New Capital Securities may institute a Direct
Action. The Corporation may not amend the Indenture to remove the foregoing
right to bring a Direct Action without the prior written consent of the
holders of all of the New Capital Securities. Notwithstanding any payments
made to a holder of New Capital Securities by the Corporation in connection
with a Direct Action, the Corporation shall remain obligated to pay the
principal of (or premium, if any) or interest on the New Junior Subordinated
Debentures, and the Corporation shall be subrogated to the rights of the
holder of such New Capital Securities with respect to payments on the New
Capital Securities to the extent of any payments made by the Corporation to
such holder in any Direct Action.

The holders of the New Capital Securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the New Junior Subordinated Debentures unless
there shall have been an Event of Default under the Trust Agreement. See "--
Description of New Capital Securities--Events of Default; Notice."

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS. The
Indenture provides that the Corporation shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
as an entirety or substantially as an entirety to any Person, and no Person
shall consolidate with or merge into the Corporation or convey, transfer or
lease its properties and assets as an entirety or substantially as an
entirety to the Corporation, unless: (i) in case the Corporation consolidates
with or merges into another Person or conveys or transfers its properties and
assets substantially as an entirety to any Person, the successor Person is
organized under the laws of the United States or any State or the District of
Columbia, and such successor Person expressly assumes the Corporation's
obligations on the Junior Subordinated Debentures; (ii) immediately after
giving effect thereto, no Debenture Event of Default, and no event which,
after notice or lapse of time or both, would become a Debenture Event of
Default, shall have occurred and be continuing; and (iii) certain other
conditions as prescribed in the Indenture are met.

The general provisions of the Indenture do not afford holders of the
Junior Subordinated Debentures protection in the event of a highly leveraged
or other transaction involving the Corporation that may adversely affect
holders of the New Junior Subordinated Debentures.

SATISFACTION AND DISCHARGE. The Indenture provides that when, among
other things, all New Junior Subordinated Debentures not previously delivered
to the Debenture Trustee for cancellation (i) have become due and payable or
(ii) will become due and payable at maturity within one year, and the
Corporation deposits or causes to be deposited with the Debenture Trustee
funds, in trust, for the purpose and in an amount sufficient to pay and
discharge the entire indebtedness on the New Junior Subordinated Debentures
not previously delivered to the Debenture Trustee for cancellation, for the
principal (and premium, if any) and interest to the date of the deposit or to
the Stated Maturity Date, as the case may be, then the Indenture will cease
to be of further effect (except as to the Corporation's obligations to pay
all other sums due pursuant to the Indenture and to provide the officers'
certificates and opinions of counsel described therein), and the Corporation
will be deemed to have satisfied and discharged the Indenture.

SUBORDINATION. In the Indenture, the Corporation has covenanted and
agreed that any Junior Subordinated Debentures will be subordinate and junior
in right of payment to all Senior Indebtedness to the extent provided in the
Indenture. Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization,
assignment for the benefit of creditors, marshaling of assets
or any bankruptcy, insolvency, debt restructuring or similar proceedings in
connection with any insolvency or bankruptcy proceeding of the Corporation,
the holders of Senior Indebtedness will first be entitled to receive payment
in full of all Allocable Amounts (as defined below) in respect of such Senior
Indebtedness before the holders of Junior Subordinated Debentures will be
entitled to receive or retain any payment in respect thereof.

In the event of the acceleration of the maturity of Junior Subordinated
Debentures, the holders of all Senior Indebtedness outstanding at the time of
such acceleration will first be entitled to receive payment in full of all
Allocable Amounts in respect of such Senior Indebtedness before the holders
of Junior Subordinated Debentures will be entitled to receive or retain any
payment in respect of the Junior Subordinated Debentures.

No payments on account of principal (or premium, if any) or interest, if
any, in respect of the Junior Subordinated Debentures may be made if there
shall have occurred and be continuing a default in any payment with respect
to Senior Indebtedness, or an event of default with respect to any Senior
Indebtedness resulting in the acceleration of the maturity thereof, or if any
judicial proceeding shall be pending with respect to any such default.

"Allocable Amounts," when used with respect to any Senior Indebtedness,
means all amounts due or to become due on such Senior Indebtedness less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such Senior Indebtedness (whether as a result of the receipt of
payments by the holders of such Senior Indebtedness from the Corporation or
any other obligor thereon or from any holders of, or trustee in respect of,
other indebtedness that is subordinate and junior in right of payment to such
Senior Indebtedness pursuant to any provision of such indebtedness for the
payment over of amounts received on account of such indebtedness to the
holders of such Senior Indebtedness or otherwise) but for the fact that such
Senior Indebtedness is subordinate or junior in right of payment to (or
subject to a requirement that amounts received on such Senior Indebtedness be
paid over to obligees on) trade accounts payable or accrued liabilities
arising in the ordinary course of business.

"Indebtedness for Money Borrowed" shall mean any obligation of, or any
obligation guaranteed by, the Corporation for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments.

"Indebtedness Ranking on a Parity with the Junior Subordinated
Debentures" shall mean (i) Indebtedness for Money Borrowed, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed or incurred, which specifically by its terms ranks equally with and
not prior to the Junior Subordinated Debentures in the right of payment upon
the happening of the dissolution or winding-up or liquidation or
reorganization of the Corporation and (ii) all other debt securities, and
guarantees in respect of those debt securities, issued to any other trust, or
a trustee of such trust, partnership or other entity affiliated with the
Corporation that is a financing vehicle of the Corporation (a "financing
entity") in connection with the issuance by such financing entity of equity
securities or other securities guaranteed by the Corporation pursuant to an
instrument that ranks pari passu with or junior in right of payment to the
Guarantee.

"Indebtedness Ranking Junior to the Junior Subordinated Debentures"
shall mean any Indebtedness for Money Borrowed, whether outstanding on the
date of execution of the Indenture or thereafter created, assumed or
incurred, which specifically by its terms ranks junior to and not equally
with or prior to the Junior Subordinated Debentures (and any other
Indebtedness Ranking on a Parity with the Junior Subordinated Debentures) in
right of payment upon the happening of the dissolution or winding-up or
liquidation or reorganization of the Corporation. The securing of any
Indebtedness for Money Borrowed, otherwise constituting Indebtedness Ranking
on a Parity with the Junior Subordinated Debentures or Indebtedness Ranking
Junior to the Junior Subordinated Debentures, as the case may be, shall not
be deemed to prevent such Indebtedness for Money Borrowed from constituting
Indebtedness Ranking on a Parity with the Junior Subordinated Debentures or
Indebtedness Ranking Junior to the Junior Subordinated Debentures, as the
case may be.

"Senior Indebtedness" shall mean all Indebtedness for Money Borrowed,
whether outstanding on the date of execution of the Indenture or thereafter
created, assumed or incurred, except Indebtedness Ranking on a Parity with
the Junior Subordinated Debentures or Indebtedness Ranking Junior to the
Junior Subordinated Debentures, and any deferrals, renewals or extensions of
such Senior Indebtedness.

The Corporation is a non-operating holding company and almost all of the
operating assets of the Corporation are owned by the Corporation's
subsidiaries. The Corporation relies primarily on dividends from such
subsidiaries to meet its obligations for payment of principal and interest on
its outstanding debt obligations and corporate expenses. The Corporation is a
legal entity separate and distinct from its banking and non-banking
affiliates. The principal sources of the Corporation's income are dividends,
interest and fees from its banking and non-banking affiliates. The Banks are
subject to certain restrictions imposed by federal law on any extensions of
credit to, and certain other transactions with, the Corporation and certain
other affiliates, and on investments in stock or other securities thereof.
Such restrictions prevent the Corporation and such other affiliates from
borrowing from the Banks unless the loans are secured by various types of
collateral. Further, such secured loans, other transactions and investments
by any of the Banks are generally limited in amount as to the Corporation and
as to each of such other affiliates to 10% of such Bank's capital and surplus
and as to the Corporation and all of such other affiliates to an aggregate of
20% of such Bank's capital and surplus. In addition, payment of dividends to
the Corporation by the Banks is subject to ongoing review by banking
regulators and is subject to various statutory limitations and in certain
circumstances requires approval by banking regulatory authorities.
Accordingly, the New Junior Subordinated Debentures will be effectively
subordinated to all existing and future liabilities of the Corporation's
subsidiaries. Holders of New Junior Subordinated Debentures should look only
to the assets of the Corporation for payments of interest and principal and
premium, if any.

The Indenture places no limitation on the amount of additional Senior
Indebtedness that may be incurred by the Corporation. The Corporation expects
from time to time to incur additional indebtedness constituting Senior
Indebtedness.

GOVERNING LAW. The Indenture and the New Junior Subordinated Debentures
will be governed by and construed in accordance with the laws of the State of
New York.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE. Following the Exchange
Offer and the qualification of the Indenture under the Trust Indenture Act,
the Debenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the
Trust Indenture Act. Subject to such provisions, the Debenture Trustee is
under no obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of New Junior Subordinated Debentures,
unless offered reasonable indemnity by such holder against the costs,
expenses and liabilities which might be incurred thereby. The Debenture
Trustee is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the
Debenture Trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

DESCRIPTION OF NEW GUARANTEE

The Old Guarantee was executed and delivered by the Corporation
concurrently with the issuance by the Trust of the Old Capital Securities for
the benefit of the holders from time to time of the Old Capital Securities.
As soon as practicable after the date hereof, the Old Guarantee will be
exchanged by the Corporation for the New Guarantee for the benefit of the
holders from time to time of the New Capital Securities. The Guarantee
Agreement has been qualified under the Trust Indenture Act. This summary of
certain provisions of the Guarantee Agreement does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of the Guarantee Agreement, including the definitions therein of
certain terms, and the Trust Indenture Act. The Guarantee Trustee will hold
the Guarantee for the benefit of the holders of the Capital Securities.

GENERAL. The Corporation will irrevocably agree to pay in full on a
subordinated basis, to the extent set forth herein, the Guarantee Payments
(as defined below) to the holders of the New Capital Securities, as and when
due, regardless of any defense, right of set-off or counterclaim that the
Trust may have or assert other than the defense of payment. The following
payments with respect to the New Capital Securities, to the extent not paid
by or on behalf of the Trust (the "Guarantee Payments"), will be subject to
the New Guarantee: (i) any accumulated and unpaid Distributions required to
be paid on New Capital Securities, to the extent that the Trust has funds on
hand legally available therefor at such time, (ii) the applicable Redemption
Price with respect to New Capital Securities called for redemption, to the
extent that the Trust has funds on hand legally available therefor at such
time, or (iii) upon a voluntary or involuntary termination and liquidation of
the Trust, the lesser of (a) the Liquidation Distribution and (b) the amount
of assets of the Trust remaining available for distribution to holders of New
Capital Securities. The Corporation's obligation to make a Guarantee Payment
may be satisfied by direct payment of the required
amounts by the Corporation to the holders of the New Capital Securities or by
causing the Trust to pay such amounts to such holders.

The New Guarantee will rank subordinate and junior in right of payment
to all Senior Indebtedness to the extent provided therein. See "--Status of
New Guarantee". Because the Corporation is a holding company, the right of
the Corporation to participate in any distribution of assets of any
subsidiary upon such subsidiary's liquidation or reorganization or otherwise,
is subject to the prior claims of creditors of that subsidiary, except to the
extent the Corporation may itself be recognized as a creditor of that
subsidiary. Accordingly, the Corporation's obligations under the New
Guarantee will be effectively subordinated to all existing and future
liabilities of the Corporation's subsidiaries, and claimants should look only
to the assets of the Corporation for payments thereunder. See "--Description
of New Junior Subordinated Debentures--General." The New Guarantee does not
limit the incurrence or issuance of other secured or unsecured debt of the
Corporation, including Senior Indebtedness, whether under the Indenture, any
other indenture that the Corporation may enter into in the future or
otherwise.

The Corporation will, through the New Guarantee, the Trust Agreement,
the New Junior Subordinated Debentures and the Indenture, taken together,
fully, irrevocably and unconditionally guarantee all of the Trust's
obligations under the New Capital Securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Trust's obligations under the New Capital
Securities. See "Relationship Among the New Capital Securities, the New
Junior Subordinated Debentures and the New Guarantee."

STATUS OF NEW GUARANTEE. The New Guarantee will constitute an unsecured
obligation of the Corporation and will rank subordinate and junior in right
of payment to all Senior Indebtedness in the same manner as New Junior
Subordinated Debentures, except in the case of a bankruptcy or insolvency
proceeding in respect of the Corporation, in which case the New Guarantee
will rank subordinate and junior in right of payment to all liabilities
(other than Other Guarantees) of the Corporation.

The New Guarantee will rank pari passu with the Old Guarantee and with
all Other Guarantees issued by the Corporation. The New Guarantee will
constitute a guarantee of payment and not of collection (i.e., the guaranteed
party may institute a legal proceeding directly against the Corporation to
enforce its rights under the New Guarantee without first instituting a legal
proceeding against any other person or entity). The New Guarantee will be
held for the benefit of the holders of the New Capital Securities. The New
Guarantee will not be discharged except by payment of the Guarantee Payments
in full to the extent not paid by the Trust or upon distribution to the
holders of the New Capital Securities of the New Junior Subordinated
Debentures. The Guarantee does not place a limitation on the amount of
additional Senior Indebtedness that may be incurred by the Corporation. The
Corporation expects from time to time to incur additional indebtedness
constituting Senior Indebtedness.

AMENDMENTS AND ASSIGNMENT. Except with respect to any changes that do
not materially adversely affect the rights of holders of the New Capital
Securities (in which case no vote will be required), the New Guarantee may
not be amended without the prior approval of the holders of a majority of the
Liquidation Amount of such outstanding New Capital Securities. The manner of
obtaining any such approval will be as set forth under "--Description of New
Capital Securities--Voting Rights; Amendment of the Trust Agreement." All
guarantees and agreements contained in the Guarantee Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the
Corporation and shall inure to the benefit of the holders of the New Capital
Securities then outstanding.

EVENTS OF DEFAULT. An event of default under the New Guarantee will
occur upon the failure of the Corporation to perform any of its payment or
other obligations thereunder. The holders of a majority in Liquidation Amount
of the New Capital Securities will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the New Guarantee or to direct the exercise
of any trust or power conferred upon the Guarantee Trustee under the New
Guarantee.

Any holder of the New Capital Securities may institute a legal
proceeding directly against the Corporation to enforce its rights under the
New Guarantee without first instituting a legal proceeding against the Trust,
the Guarantee Trustee or any other person or entity.

The Corporation, as guarantor, will be required to file annually with
the New Guarantee Trustee a certificate as to whether or not the Corporation
is in compliance with all the conditions and covenants applicable to it under
the New Guarantee.

TERMINATION OF THE NEW GUARANTEE. The New Guarantee will terminate and
be of no further force and effect upon full payment of the applicable
Redemption Price of the New Capital Securities, upon full payment of the
Liquidation Amount payable upon liquidation of the Trust or upon distribution
of New Junior Subordinated Debentures to the holders of the New Capital
Securities. The New Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of the New Capital
Securities must restore payment of any sums paid under the New Capital
Securities or the New Guarantee.

GOVERNING LAW. The New Guarantee will be governed by and construed in
accordance with the laws of the State of New York.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE. The Guarantee Trustee,
other than during the occurrence and continuance of a default by the
Corporation in performance of the New Guarantee, will undertake to perform
only such duties as are specifically set forth in the Guarantee and, after
default with respect to the New Guarantee, must exercise the same degree of
care and skill as a prudent person would exercise or use in the conduct of
his or her own affairs. Subject to this provision, the Guarantee Trustee will
be under no obligation to exercise any of the powers vested in it by the New
Guarantee at the request of any holder of the New Capital Securities unless
it is offered reasonable indemnity against the costs, expenses and
liabilities that might be incurred thereby.

DESCRIPTION OF OLD SECURITIES

The terms of the Old Securities are identical in all material respects
to the New Securities, except that (i) the Old Securities have not been
registered under the Securities Act, are subject to certain restrictions on
transfer and are entitled to certain rights under the applicable Registration
Rights Agreement (which rights will terminate upon consummation of the
Exchange Offer, except under limited circumstances), (ii) the New Capital
Securities will not contain the $100,000 minimum Liquidation Amount transfer
restriction and certain other restrictions on transfer applicable to Old
Capital Securities, (iii) the New Capital Securities will not provide for any
increase in the Distribution rate thereon, (iv) the New Junior Subordinated
Debentures will not contain the $100,000 minimum principal amount transfer
restriction and (v) the New Junior Subordinated Debentures will not provide
for any increase in the interest rate thereon. The Old Securities provide
that, in the event that a registration statement relating to the Exchange
Offer has not been filed by May 9, 1997 and been declared effective by June
8, 1997 or, in certain limited circumstances, in the event a shelf
registration statement (the "Shelf Registration Statement") with respect to
the resale of the Old Capital Securities is not declared effective by June 8,
1997, then interest will accrue (in addition to the stated interest rate on
the Old Junior Subordinated Debentures) at the rate of 0.25% per annum on the
principal amount of the Old Junior Subordinated Debentures and Distributions
will accrue (in addition to the stated Distribution rate on the Old Capital
Securities) at the rate of 0.25% per annum on the Liquidation Amount of the
Old Capital Securities, for the period from the occurrence of such event
until such time as such required Exchange Offer is consummated or any
required Shelf Registration Statement is effective. The New Securities are
not, and upon consummation of the Exchange Offer the Old Securities will not
be, entitled to any such additional interest or Distributions. Accordingly,
holders of Old Capital Securities should review the information set forth
under "Risk Factors--Certain Consequences of a Failure to Exchange Old
Capital Securities" and "Description of New Securities."

RELATIONSHIP AMONG THE NEW CAPITAL SECURITIES, THE
NEW JUNIOR SUBORDINATED DEBENTURES AND THE NEW GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the New Capital
Securities (to the extent the Trust has funds on hand legally available for
the payment of such Distributions) will be irrevocably guaranteed by the
Corporation as and to the extent set forth under "Description of New
Securities--Description of New Guarantee." Taken together, the Corporation's
obligations under the New Junior Subordinated Debentures, the Indenture, the
Trust Agreement and the New Guarantee will provide, in the aggregate, a full,
irrevocable and unconditional guarantee of payments of Distributions and
other amounts due on the New Capital Securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Trust's obligations under the New Capital
Securities. If and to the extent that the Corporation does not make the
required payments on the New Junior Subordinated Debentures, the Trust will
not have sufficient funds to make the related payments, including
Distributions, on the New Capital Securities. The New Guarantee will not
cover any such payment when the Trust does not have sufficient funds on hand
legally available therefor. In such event, the remedy of a holder of New
Capital Securities is to institute a Direct Action. The obligations of the
Corporation under the New Guarantee will be subordinate and junior in right
of payment to all Senior Indebtedness.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due on
the New Junior Subordinated Debentures, such payments will be sufficient to
cover Distributions and other payments due on the New Capital Securities,
primarily because: (i) the aggregate principal amount or Prepayment Price of
the New Junior Subordinated Debentures will be equal to the sum of the
Liquidation Amount or Redemption Price, as applicable, of the New Capital
Securities and Common Securities; (ii) the interest rate and interest and
other payment dates on the New Junior Subordinated Debentures will match the
Distribution rate and Distribution and other payment dates for the Trust
Securities; (iii) the Corporation shall pay for all and any costs, expenses
and liabilities of the Trust except the Trust's obligations to holders of
Trust Securities under such Trust Securities; and (iv) the Trust Agreement
provides that the Trust is not authorized to engage in any activity that is
not consistent with the limited purposes thereof.

ENFORCEMENT RIGHTS OF HOLDERS OF NEW CAPITAL SECURITIES

A holder of any New Capital Security may institute a legal proceeding
directly against the Corporation to enforce its rights under the New
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee, the Trust or any other person or entity. A default or event of
default under any Senior Indebtedness would not constitute a default or Event
of Default under the Trust Agreement. However, in the event of payment
defaults under, or acceleration of, Senior Indebtedness, the subordination
provisions of the Indenture provide that no payments may be made in respect
of the New Junior Subordinated Debentures until such Senior Indebtedness has
been paid in full or any payment default thereunder has been cured or waived.
Failure to make required payments on New Junior Subordinated Debentures would
constitute an Event of Default under the Trust Agreement.

LIMITED PURPOSE OF THE TRUST

The Trust exists for the sole purpose of issuing and selling the Trust
Securities, using the proceeds from the sale of the Trust Securities to
acquire the Junior Subordinated Debentures and engaging in only those other
activities necessary, advisable or incidental thereto. The New Capital
Securities will represent preferred beneficial interests in the Trust. A
principal difference between the rights of a holder of a New Capital Security
and a holder of a New Junior Subordinated Debenture is that a holder of a New
Junior Subordinated Debenture will be entitled to receive from the
Corporation the principal amount of (and premium, if any) and interest on New
Junior Subordinated Debentures held, while a holder of New Capital Securities
is entitled to receive Distributions from the Trust (or, in certain
circumstances, from the Corporation under the New Guarantee) if and to the
extent the Trust has funds on hand legally available for the payment of such
Distributions.

RIGHTS UPON TERMINATION

Unless the Junior Subordinated Debentures are distributed to holders of
the Trust Securities, upon any voluntary or involuntary termination and
liquidation of the Trust, the holders of the Trust Securities will be
entitled to receive, out of assets held by the Trust, the Liquidation
Distribution in cash. See "Description of New Securities--Description of New
Capital Securities--Liquidation of the Trust and Distribution of New Junior
Subordinated Debentures." Upon any voluntary or involuntary liquidation or
bankruptcy of the Corporation, the Property Trustee, as holder of the New
Junior Subordinated Debentures, would be a subordinated creditor of the
Corporation, subordinated in right of payment to all Senior Indebtedness as
set forth in the Indenture, but entitled to receive payment in full of
principal (and premium, if any) and interest, before any stockholders of the
Corporation receive payments or distributions. Since the Corporation will be
the guarantor under the New Guarantee and will
agree to pay for all costs, expenses and liabilities of the Trust (other than
the Trust's obligations to the holders of its Trust Securities), the
positions of a holder of New Capital Securities and a holder of New Junior
Subordinated Debentures relative to stockholders of the Corporation in the
event of liquidation or bankruptcy of the Corporation are expected to be
substantially the same.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

In the opinion of Brown & Wood LLP, counsel to the Corporation and the
Trust ("Tax Counsel"), the following is a summary of certain of the material
United States federal income tax consequences of the purchase, ownership and
disposition of Capital Securities held as capital assets by a holder. This
summary only addresses the tax consequences to a holder that acquired the Old
Capital Securities upon initial issuance at their original offering price. It
does not deal with special classes of holders such as banks, thrifts, real
estate investment trusts, regulated investment companies, insurance
companies, dealers in securities or currencies, tax-exempt investors, or
persons that will hold the Capital Securities as a position in a "straddle,"
as part of a "synthetic security" or "hedge," as part of a "conversion
transaction" or other integrated investment, or as other than a capital
asset. This summary also does not address the tax consequences to persons
that have a functional currency other than the U.S. dollar or the tax
consequences to shareholders, partners or beneficiaries of a holder of
Capital Securities. Further, it does not include any description of any
alternative minimum tax consequences or the tax laws of any state or local
government or of any foreign government that may be applicable to the Capital
Securities. This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations thereunder, the administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis.

EXCHANGE OF CAPITAL SECURITIES

The exchange of Old Capital Securities for New Capital Securities should
not be a taxable event to holders for United States federal income tax
purposes. The exchange of Old Capital Securities for New Capital Securities
pursuant to the Exchange Offer should not be treated as an "exchange" for
United States federal income tax purposes because the New Capital Securities
should not be considered to differ materially in kind or extent from the Old
Capital Securities and because the exchange will occur by operation of the
terms of the Old Capital Securities. If, however, the exchange of the Old
Capital Securities for the New Capital Securities were treated as an exchange
for United States federal income tax purposes, such exchange should constitute
a recapitalization for United States federal income tax purposes. Accordingly,
the New Capital Securities should have the same issue price as the Old
Capital Securities, and a holder should have the same adjusted tax basis and
holding period in the New Capital Securities as the holder had in the Old
Capital Securities immediately before the exchange.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

In connection with the issuance of the Old Junior Subordinated
Debentures, Tax Counsel has rendered its opinion generally to the effect
that, under then current law and assuming full compliance with the terms of
the Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Old Junior Subordinated Debentures
will be classified for United States federal income tax purposes as
indebtedness of the Corporation. An opinion of Tax Counsel, however, is not
binding on the Internal Revenue Service (the "IRS") or the courts.
Prospective investors should note that no rulings have been or are expected
to be sought from the IRS with respect to any of these issues and no
assurance can be given that the IRS will not take contrary positions.
Moreover, no assurance can be given that any of the opinions expressed herein
will not be challenged by the IRS or, if challenged, that such a challenge
would not be successful.

CLASSIFICATION OF THE TRUST

In connection with the issuance of the Old Capital Securities, Tax
Counsel has rendered its opinion generally to the effect that, under then
current law and assuming full compliance with the terms of the Trust
Agreement and the Indenture (and certain other documents), and based on
certain facts and assumptions contained in such opinion, the Trust will be
classified for United States federal income tax purposes as a grantor trust
and not as an association taxable as a corporation. Accordingly, for United
States federal income tax purposes, each holder of Capital Securities
generally will be considered the owner of an undivided interest in the Junior
Subordinated Debentures, and each holder will be required to include in its
gross income any interest (or OID accrued) with respect to its allocable
share of those Junior Subordinated Debentures.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Under recently issued Treasury regulations (the "Regulations")
applicable to debt instruments issued on or after August 13, 1996, a "remote"
contingency that stated interest will not be timely paid will be ignored in
determining whether a debt instrument is issued with OID. The Corporation
believes that the likelihood of its exercising its option to defer payments
of interest is "remote" since exercising that option would prevent the
Corporation from declaring dividends on any class of its equity securities.
Accordingly, the Corporation intends to take the position, based on the
advice of Tax Counsel, that the Junior Subordinated Debentures will not be
considered to be issued with OID and, accordingly, stated interest on the
Junior Subordinated Debentures generally will be taxable to a holder as
ordinary income at the time it is paid or accrued in accordance with such
holder's method of accounting.

Under the Regulations, if the Corporation were to exercise its option to
defer payments of interest, the Junior Subordinated Debentures would at that
time be treated as issued with OID, and all stated interest on the Junior
Subordinated Debentures would thereafter be treated as OID as long as the
Junior Subordinated Debentures remain outstanding. In such event, all of a
holder's taxable interest income with respect to the Junior Subordinated
Debentures would thereafter be accounted for on an economic accrual basis
regardless of such holder's method of tax accounting, and actual
distributions of stated interest would not be reported as taxable income.
Consequently, a holder of Capital Securities would be required to include in
gross income OID even though the Corporation would not make actual cash
payments during an Extension Period. Moreover, under the Regulations, if the
option to defer the payment of interest was determined not to be "remote",
the Junior Subordinated Debentures would be treated as having been originally
issued with OID. In such event, all of a holder's taxable interest income
with respect to the Junior Subordinated Debentures would be accounted for on
an economic accrual basis regardless of such holder's method of tax
accounting, and actual distributions of stated interest would not be reported
as taxable income.

The Regulations have not yet been addressed in any rulings or other
interpretations by the IRS, and it is possible that the IRS could take a
position contrary to Tax Counsel's interpretation herein.

Because income on the Capital Securities will constitute interest or
OID, corporate holders of the Capital Securities will not be entitled to a
dividends-received deduction with respect to any income recognized with
respect to the Capital Securities.

RECEIPT OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE
TRUST

The Corporation will have the right at any time to liquidate the Trust
and cause the Junior Subordinated Debentures to be distributed to the holders
of the Trust Securities. Under current law, such a distribution, for United
States federal income tax purposes, would be treated as a nontaxable event to
each holder, and each holder would receive an aggregate tax basis in the
Junior Subordinated Debentures equal to such holder's aggregate tax basis in
its Capital Securities. A holder's holding period in the Junior Subordinated
Debentures so received in liquidation of the Trust would include the period
during which the Capital Securities were held by such holder. If, however,
the Trust is characterized for United States federal income tax purposes as
an association taxable as a corporation at the time of its dissolution, the
distribution of the Junior Subordinated Debentures may constitute a taxable
event to holders of Capital Securities and a holder's holding period in
Junior Subordinated Debentures would begin on the date such Junior
Subordinated Debentures were received.

Under certain circumstances described herein (see "Description of New
Securities--Description of New Capital Securities"), the Junior Subordinated
Debentures may be redeemed for cash and the proceeds of such redemption
distributed to holders in redemption of their Capital Securities. Under
current law, such a redemption would, for United States federal income tax
purposes, constitute a taxable disposition of the redeemed Capital
Securities, and a holder could recognize gain or loss as if it sold such
redeemed Capital Securities for cash. See "--Sales of Capital Securities."

SALES OF CAPITAL SECURITIES

A holder that sells Capital Securities will recognize gain or loss equal
to the difference between its adjusted tax basis in the Capital Securities
and the amount realized on the sale of such Capital Securities (other than
with respect to accrued and unpaid interest which has not yet been included
in income, which will be treated as ordinary
income). A holder's adjusted tax basis in the Capital Securities generally
will be its initial purchase price increased by OID (if any) previously
includable in such holder's gross income to the date of disposition and
decreased by payments (if any) received on the Capital Securities in respect
of OID. Such gain or loss generally will be a capital gain or loss and
generally will be a long-term capital gain or loss if the Capital Securities
have been held for more than one year.

The Capital Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the
underlying Junior Subordinated Debentures. A holder who uses the accrual
method of accounting for tax purposes (and a cash method holder, if the
Junior Subordinated Debentures are deemed to have been issued with OID) who
disposes of his Capital Securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest
on the Junior Subordinated Debentures through the date of disposition in
income as ordinary income (i.e., interest or, possibly, OID), and to add such
amount to his adjusted tax basis in his pro rata share of the underlying
Junior Subordinated Debentures deemed disposed of. To the extent the selling
price is less than the holder's adjusted tax basis (which will include all
accrued but unpaid interest) a holder will recognize a capital loss. Subject
to certain limited exceptions, capital losses cannot be applied to offset
ordinary income for United States federal income tax purposes.

PROPOSED TAX LEGISLATION

On March 19, 1996, President Clinton proposed the Proposed Legislation,
which would, among other things, generally deny corporate issuers a deduction
for interest in respect of certain debt obligations, such as the Junior
Subordinated Debentures, issued on or after December 7, 1995 if such debt
obligations have a maximum term in excess of 20 years and are not shown as
indebtedness on the issuer's applicable consolidated balance sheet. On March
29, 1996, Senate Finance Committee Chairman William V. Roth, Jr. and House
Ways and Means Committee Chairman Bill Archer issued the Joint Statement
indicating their intent that the Proposed Legislation, if adopted by either
of the tax-writing committees of Congress, would have an effective date that
is no earlier than the date of "appropriate Congressional action." In
addition, subsequent to the publication of the Joint Statement, Senator
Daniel Patrick Moynihan and Representatives Sam M. Gibbons and Charles B.
Rangel wrote the Democrat Letters, which concurred with the view expressed in
the Joint Statement. If the principles contained in the Joint Statement and
the Democrat Letters were followed and if the Proposed Legislation were
enacted, such legislation would not apply to the Junior Subordinated
Debentures. There can be no assurance, however, that the effective date
guidance contained in the Joint Statement and the Democrat Letters will be
incorporated into the Proposed Legislation, if enacted, or that other
legislation enacted after the date hereof will not otherwise adversely affect
the ability of the Corporation to deduct the interest payable on the Junior
Subordinated Debentures. Accordingly, there can be no assurance that a Tax
Event will not occur. The occurrence of a Tax Event may result in the
redemption of the Junior Subordinated Debentures for cash, in which event the
holders of the Capital Securities would receive cash in redemption of their
Capital Securities. See "Description of New Securities--Description of New
Capital Securities--Redemption" and "Description of New Securities--
Description of New Junior Subordinated Debentures--Special Event Prepayment."

UNITED STATES ALIEN HOLDERS

For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is not a U.S.
Holder for United States federal income tax purposes. A "U.S. Holder" is a
holder of Capital Securities who or which is a citizen or individual resident
(or is treated as a citizen or individual resident) of the United States for
federal income tax purposes, a corporation or partnership created or
organized (or treated as created or organized for federal income tax
purposes) in or under the laws of the United States or any political
subdivision thereof, or a trust or estate the income of which is includible
in its gross income for federal income tax purposes without regard to its
source. (For taxable years beginning after December 31, 1996 (or for the
immediately preceding taxable year, if the trustee of a trust so elects), a
trust is a U.S. Holder for federal income tax purposes if, and only if, (i) a
court within the United States is able to exercise primary supervision over
the administration of the trust and (ii) one or more United States trustees
have the authority to control all substantial decisions of the trust.)
Under present United States federal income tax laws: (i) payments by the
Trust or any of its paying agents to any holder of a Capital Security who or
which is a United States Alien Holder will not be subject to United States
federal withholding tax; provided that, (a) the beneficial owner of the
Capital Security does not actually or constructively own 10 percent or more
of the total combined voting power of all classes of stock of the Corporation
entitled to vote, (b) the beneficial owner of the Capital Security is not a
controlled foreign corporation that is related
to the Corporation through stock ownership, and (c) either (A) the beneficial
owner of the Capital Security certifies to the Trust or its agent, under
penalties of perjury, that it is not a United States holder and provides its
name and address or (B) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary course
of its trade or business (a "Financial Institution"), and holds the Capital
Security in such capacity, certifies to the Trust or its agent, under
penalties of perjury, that such statement has been received from the
beneficial owner by it or by a Financial Institution between it and the
beneficial owner and furnishes the Trust or its agent with a copy thereof;
and (ii) a United States Alien Holder of a Capital Security will not be
subject to United States federal withholding tax on any gain realized upon
the sale or other disposition of a Capital Security.

INFORMATION REPORTING TO HOLDERS

Generally, income on the Capital Securities will be reported to holders
on Forms 1099, which forms should be mailed to holders of Capital Securities
by January 31 following each calendar year.

BACKUP WITHHOLDING

Payments made on, and proceeds from the sale of, the Capital Securities
may be subject to a "backup" withholding tax of 31 percent unless the holder
complies with certain identification requirements. Any withheld amounts will
be allowed as a credit against the holder's United States federal income tax,
provided the required information is provided to the IRS.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING
UPON A HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE CAPITAL SECURITIES, INCLUDING THE TAX
CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX LAWS.

ERISA CONSIDERATIONS

The Corporation, the obligor with respect to the New Junior Subordinated
Debentures held by the Trust, and its affiliates and the Property Trustee may
be considered a "party in interest" (within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) or a
"disqualified person" (within the meaning of Section 4975 of the Code) with
respect to many employee benefit plans ("Plans") that are subject to ERISA.
Any purchaser proposing to acquire New Capital Securities with assets of any
Plan should consult with its counsel. The purchase and/or holding of New
Capital Securities by a Plan that is subject to the fiduciary responsibility
provisions of ERISA or the prohibited transaction provisions of Section 4975
of the Code (including individual retirement arrangements and other plans
described in Section 4975(e)(1) of the Code) and with respect to which the
Corporation, the Property Trustee or any affiliate is a service provider (or
otherwise is a party in interest or a disqualified person) may constitute or
result in a prohibited transaction under ERISA or Section 4975 of the Code,
unless such New Capital Securities are acquired pursuant to and in accordance
with an applicable exemption, such as Prohibited Transaction Class Exemption
("PTCE") 84-14 (an exemption for certain transactions determined by an
independent qualified professional asset manager), PTCE 91-38 (an exemption
for certain transactions involving bank collective investment funds), PTCE
90-1 (an exemption for certain transactions involving insurance company
pooled separate accounts), PTCE 95-60 (an exemption for transactions
involving certain insurance company general accounts) or PTCE 95-23 (an
exemption for certain transactions determined by an in-house manager). In
addition, as described below, a Plan fiduciary considering the acquisition of
New Capital Securities should be aware that the assets of the Trust may be
considered "plan assets" for ERISA purposes. Therefore, a Plan fiduciary
should consider whether the acquisition of Capital Securities could result in
a delegation of fiduciary authority to the Property Trustee, and, if so,
whether such a delegation of authority is permissible under the Plan's
governing instrument or any investment management agreement with the Plan. In
making such determination, a Plan fiduciary should note that the Property
Trustee is a U.S. bank qualified to be an investment manager (within the
meaning of section 3(38) of ERISA) to which such a delegation of authority
generally would be permissible under ERISA. Further, prior to an Event of
Default with respect to the New Junior Subordinated Debentures, the Property
Trustee will have only limited custodial and ministerial authority with
respect to Trust assets.

Under the U.S. Department of Labor regulations defining "plan assets"
for ERISA purposes (the "Plan Assets Regulations"), the assets of the Trust
will be considered plan assets of Plans owning New Capital Securities unless
the aggregate investment in New Capital Securities by "benefit plan
investors" is not deemed "significant" or the New Capital Securities qualify
as "publicly offered securities" as defined in such Regulations. For this
purpose, equity participation by benefit plan investors will not be
considered "significant" on any date only if, immediately after the most
recent acquisition of Capital Securities, the aggregate interest in the New
Capital Securities held by benefit plan investors will be less than 25% of
the value of the New Capital Securities. Although it is possible that the
equity participation by benefit plan investors in New Capital Securities on
any date will not be "significant" for purposes of the Plan Assets
Regulations, such result cannot be assured.

The New Capital Securities may qualify as "publicly offered securities"
under the Plan Assets Regulations if at the time of the Exchange Offer they
are also "widely held" and "freely transferable." Under the Regulations, a
class of securities is "widely held" only if it is a class of securities that
is owned by 100 or more investors independent of the issuer and of one
another. Although it is possible that at the time of the Exchange Offer the
New Capital Securities will be "widely held," such result cannot be assured.
Whether a security is "freely transferable" for purposes of the Regulations
is a factual question to be determined on the basis of all relevant facts and
circumstances. If at the time of the Exchange Offer the New Capital
Securities qualify as "publicly offered securities," the assets of the Trust
should not be "plan assets" with respect to Plans acquiring New Capital
Securities. If at the time of the Exchange Offer the New Capital Securities
do not qualify as "publicly offered securities," the "plan asset"
considerations discussed in the preceding paragraphs could be applicable in
connection with the investment by Plans in the New Capital Securities.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Capital Securities for its own
account in connection with the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Capital
Securities. This Prospectus, as it may be amended or supplemented from time
to time, may be used by Participating Broker-Dealers during the period
referred to below in connection with resales of New Capital Securities
received in exchange for Old
Capital Securities if such Old Capital Securities were
acquired by such Participating Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities. The
Corporation and the Trust have agreed that this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such New Capital Securities for a
period ending 90 days after the Expiration Date (subject to extension under
certain limited circumstances described herein) or, if earlier, when all such
New Capital Securities have been disposed of by such Participating Broker-
Dealer. However, a Participating Broker-Dealer who intends to use this
Prospectus in connection with the resale of New Capital Securities received
in exchange for Old Capital Securities pursuant to the Exchange Offer must
notify the Corporation or the Trust, or cause the Corporation or the Trust to
be notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided for that
purpose in the Letter of Transmittal or may be delivered to the Exchange
Agent at one of the addresses set forth herein under "The Exchange Offer--
Exchange Agent." See "The Exchange Offer--Resales of New Capital
Securities."

The Corporation or the Trust will not receive any cash proceeds from the
issuance of the New Capital Securities offered hereby. New Capital
Securities received by broker-dealers for their own accounts in connection
with the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Capital Securities or a combination
of such methods of resale, at market prices prevailing at the time of resale,
at prices related to such prevailing market prices or at negotiated prices.
Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Capital Securities.

Any broker-dealer that resells New Capital Securities that were received
by it for its own account in connection with the Exchange Offer and any
broker or dealer that participates in a distribution of such New Capital
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any such resale of New Capital Securities
and any commissions or concessions received by any such persons may be deemed
to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

VALIDITY OF NEW SECURITIES

The validity of the New Guarantee and the New Junior Subordinated
Debentures will be passed upon for the Corporation by Brown & Wood LLP, New
York, New York. Certain matters relating to United States federal income tax
considerations will be passed upon for the Corporation by Brown & Wood LLP,
New York, New York. Certain matters of Delaware law relating to the validity
of the New Capital Securities will be passed upon on behalf of the Trust by
Skadden, Arps, Slate, Meagher & Flom (Delaware), special Delaware counsel to
the Trust.

EXPERTS

The consolidated financial statements of the Corporation and
subsidiaries, contained in and incorporated by reference into the
Corporation's Annual Report on Form 10-K for the year ended December 31,
1995, and the supplemental consolidated financial statements of the
Corporation and subsidiaries, contained in the Corporation's Current Report
on Form 8-K dated September 6, 1996, have been incorporated herein by
reference in reliance upon the reports set forth therein of Coopers & Lybrand
L.L.P., independent auditors, and upon the authority of such firm as experts
in accounting and auditing.

The consolidated financial statements of BayBanks, Inc. and subsidiaries
as of December 31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, 1995 incorporated by reference in the Joint Proxy
Statement-Prospectus of the Corporation and BayBanks, Inc. dated March 19,
1996, and in the Corporation's Current Report on Form 8-K dated September 6,
1996, have been incorporated herein by reference in reliance upon the reports
set forth therein of KPMG Peat Marwick LLP, independent certified public
accountants and upon the authority of said firm as experts in accounting and
auditing.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
a corporation to indemnify any director, officer, employee or other agent of
the corporation to whatever extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors.

The Corporation's By-laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a
wholly-owned subsidiary of the Corporation for liability resulting from
judgments, fines, expenses or settlement amounts incurred in connection with
any action, including an action by or in the right of the Corporation,
brought against such person in such capacity. Under Massachusetts law and
the By-laws, no indemnification may be provided for any person with respect
to any matter as to which he or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interest of the Corporation or of such
subsidiary. The By-laws also provide that, with respect to any matter
disposed of by a compromise payment by such director or officer pursuant to a
consent decree or otherwise, no indemnification shall be provided unless such
compromise shall be ordered by a court or shall be approved as being in the
best interest of the Corporation, after notice that it involves such
indemnification: (a) by a disinterested majority of the directors then in
office or (b) by a majority of the disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent
counsel to the effect that such person does not appear not to have acted in
good faith in the reasonable belief that his or her action was in the best
interests of the Corporation or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, exclusive of
any stock owned by any interested director or officer. Under Massachusetts
law, a court may uphold indemnification in connection with a suit in which
there is a recovery or by in the right of a corporation.

The By-laws also provide for indemnification for all other directors and
officers of the Corporation's wholly-owned subsidiaries to the extent
authorized by the Board of Directors in each individual case, based on the
same statutory standard set forth in the preceding paragraph. Where such a
person is wholly successful in defending the claim, he or she shall be
entitled to indemnification. Directors and officers of other subsidiaries
and employees and agents of the Corporation and any subsidiaries may be
indemnified as determined by the Board from time to time.

In addition, as permitted under Massachusetts law, the Corporation
maintains liability insurance covering directors and officers of the
Corporation and its subsidiaries.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT

4.1 Indenture of Bank of Boston Corporation relating to the Junior
Subordinated Debentures
4.2 Form of Certificate of New Junior Subordinated Debenture
(included as Exhibit A to Exhibit 4.1)
4.3 Certificate of Trust of BankBoston Capital Trust II
4.4 Declaration of Trust of BankBoston Capital Trust II
4.5 Amended and Restated Declaration of Trust for BankBoston Capital
Trust II
4.6 Form of New Capital Security Certificate for BankBoston Capital
Trust II (included as Exhibit D to Exhibit 4.5)*
4.7 Form of New Guarantee of Bank of Boston Corporation relating to
the New Capital Securities
4.8 Registration Rights Agreement
5.1 Opinion and consent of Brown & Wood LLP to Bank of Boston
Corporation as to legality of the New Junior Subordinated
Debentures and the New Guarantee to be issued by Bank of Boston
Corporation*
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom (Delaware),
special Delaware counsel, as to legality of the New Capital
Securities to be issued by BankBoston Capital Trust II*
8 Opinion of Brown & Wood LLP, special tax counsel, as to certain
federal income tax matters*
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Brown & Wood LLP (included in Exhibit 5.1)*
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom (Delaware)
(included in Exhibit 5.2)*
24 Power of Attorney of certain officers and directors of Bank of
Boston Corporation
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture
25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Amended and Restated Declaration of
Trust of BankBoston Capital Trust II
25.3 Form T-1 Statement of Eligibility of The Bank of New York
under the New Guarantee for the benefit of the holders of
New Capital Securities of BankBoston Capital Trust II
99.1 Form of Letter of Transmittal*

99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Exchange Agent Agreement*

- --------
* To be filed by amendment.

ITEM 22. UNDERTAKINGS

Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of each undersigned Registrant pursuant to the provisions, or otherwise, each
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against
such liabilities (other than the payment by each
undersigned Registrant of expenses incurred or paid by a director, officer of
controlling person of each Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, each
Registrant will, unless in the opinion of its counsel the matter has been
settled by the controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Bank of
Boston Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 31st day of December, 1996.

BANK OF BOSTON CORPORATION

By /s/ GARY A. SPIESS
-------------------------
(Gary A. Spiess)
(General Counsel and Clerk)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ CHARLES K. GIFFORD* Chief Executive December 31, 1996
- ------------------------ Officer and
(Charles K. Gifford) Director (Chief
Executive Officer)

/s/ WILLIAM M. CROZIER, JR.* Chairman of the December 31, 1996
- ---------------------------- Board of Directors and
(William M. Crozier, Jr.) Director

/s/ HENRIQUE DE CAMPOS President and December 31, 1996
MEIRELLES* Chief Operating
- ----------------------- Officer and
(Henrique de Campos Director
Meirelles)

/s/ WILLIAM J. SHEA* Vice Chairman, December 31, 1996
- ------------------------- Chief Financial
(William J. Shea) Officer and
Treasurer (Chief
Financial Officer)

/s/ ROBERT T. JEFFERSON* Comptroller December 31, 1996
- ------------------------- (Chief Accounting
(Robert T. Jefferson) Officer)

/s/ WAYNE A. BUDD* Director December 31, 1996
- -------------------------
(Wayne A. Budd)

/s/ JOHN A. CERVIERI JR.* Director December 31, 1996
- --------------------------
(John A. Cervieri Jr.)

/s/ WILLIAM F. CONNELL* Director December 31, 1996
- --------------------------
(William F. Connell)

/s/ GARY L. COUNTRYMAN* Director December 31, 1996
- --------------------------
(Gary L. Countryman)

/s/ ALICE F. EMERSON* Director December 31, 1996
- --------------------------
(Alice F. Emerson)

/s/ THOMAS J. MAY* Director December 31, 1996
- --------------------------
(Thomas J. May*)

/s/ DONALD F. MCHENRY* Director December 31, 1996
- --------------------------
(Donald F. McHenry)

/s/ PAUL C. O'BRIEN* Director December 31, 1996
- --------------------------
(Paul C. O'Brien)

/s/ THOMAS R. PIPER* Director December 31, 1996
- --------------------------
(Thomas R. Piper)

/s/ JOHN W. ROWE* Director December 31, 1996
- --------------------------
(John W. Rowe)

/s/ RICHARD A. SMITH* Director December 31, 1996
- --------------------------
(Richard A. Smith)

/s/ GLENN P. STREHLE* Director December 31, 1996
- --------------------------
(Glenn P. Strehle)

/s/ WILLIAM C. VAN FAASEN* Director December 31, 1996
- --------------------------
(William C. Van Faasen)

/s/ THOMAS B. WHEELER* Director December 31, 1996
- --------------------------
(Thomas B. Wheeler)

/s/ ALFRED M. ZEIEN* Director December 31, 1996
- --------------------------
(Alfred M. Zeien)

* By: /s/ GARY A. SPIESS
-------------------------
ATTORNEY-IN-FACT

Pursuant to the requirements of the Securities Act of 1933, BankBoston
Capital Trust II certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 31st day of December, 1996.

BANKBOSTON CAPITAL TRUST II

By: /s/ ROBERT T. JEFFERSON
-----------------------
Robert T. Jefferson,
as Administrative Trustee

By: /s/ CRAIG V. STARBLE
----------------------
Craig V. Starble,
as Administrative Trustee

By: /s/ KATHLEEN M. MCGILLYCUDDY
-------------------------
Kathleen M. McGillycuddy,
as Administrative Trustee

EXHIBIT INDEX

PAGE EXHIBIT NO.

DESCRIPTION

4.1 Indenture of Bank of Boston Corporation relating to the Junior
Subordinated Debentures
4.2 Form of Certificate of New Junior Subordinated Debenture
(included as Exhibit A to Exhibit 4.1)
4.3 Certificate of Trust of BankBoston Capital Trust II
4.4 Declaration of Trust of BankBoston Capital Trust II
4.5 Amended and Restated Declaration of Trust for BankBoston
Capital Trust II
4.6 Form of New Capital Security Certificate for BankBoston Capital
Trust II (included as Exhibit D to Exhibit 4.5)*
4.7 Form of New Guarantee of Bank of Boston Corporation relating to
the New Capital Securities
4.8 Registration Rights Agreement
5.1 Opinion and consent of Brown & Wood LLP to Bank of Boston
Corporation as to legality of the New Junior Subordinated
Debentures and the New Guarantee to be issued by Bank of Boston
Corporation*
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom (Delaware),
special Delaware counsel, as to legality of the New Capital
Securities to be issued by BankBoston Capital Trust II*
8 Opinion of Brown & Wood LLP, special tax counsel, as to certain
federal income tax matters*
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Brown & Wood LLP (included in Exhibit 5.1)*
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom (Delaware)
(included in Exhibit 5.2)*
24 Power of Attorney of certain officers and directors of Bank of
Boston Corporation
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture
25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Amended and Restated Declaration of
Trust of BankBoston Capital Trust II
25.3 Form T-1 Statement of Eligibility of The Bank of New York
under the New Guarantee for the benefit of the holders of
New Capital Securities of BankBoston Capital Trust II
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Exchange Agent Agreement*

______
* To be filed by amendment

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

BANK OF BOSTON CORPORATION

______________________________

INDENTURE

DATED AS OF DECEMBER 10, 1996
______________________________

THE BANK OF NEW YORK

AS TRUSTEE

______________________________

JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

TIE-SHEET

of provisions of Trust Indenture Act of 1939 with Indenture dated as
of December 10, 1996 between Bank of Boston Corporation and The Bank of
New York, Trustee:

ACT SECTION INDENTURE SECTION

310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
310(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
310(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10, 6.11
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
311(a) and (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.01, 4.02(a)
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02
312(b) and (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
313(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
313(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
314(c)(1) and (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
314(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
315(a)(c) and (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.09
316(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.07
316(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
316(a) last sentence . . . . . . . . . . . . . . . . . . . . . . . . . 2.09
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.02
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.05
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.08

- -------------------------------
THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.

TABLE OF CONTENTS*

Page
----

ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . 1

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
Additional Interest . . . . . . . . . . . . . . . . . . . . . . . . 1
Adjusted Treasury Rate . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Allocable Amounts . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . 2
BankBoston Capital Trust . . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Securities . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Securities Guarantee . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Securities Guarantee . . . . . . . . . . . . . . . . . . . . 4
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Comparable Treasury Issue . . . . . . . . . . . . . . . . . . . . . 4
Comparable Treasury Price . . . . . . . . . . . . . . . . . . . . . 4
Compounded Interest . . . . . . . . . . . . . . . . . . . . . . . . 4
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Deferred Interest . . . . . . . . . . . . . . . . . . . . . . . . . 5
Definitive Securities . . . . . . . . . . . . . . . . . . . . . . . 5
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dissolution Event . . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Extended Interest Payment Period . . . . . . . . . . . . . . . . . . 5
Federal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indebtedness for Money Borrowed . . . . . . . . . . . . . . . . . . 6
Indebtedness Ranking on a Parity with the Securities . . . . . . . . 6
Indebtedness Ranking Junior to the Securities . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . 6

- -----------------------
* THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE
DEEMED TO BE A PART OF THE INDENTURE.

Liquidated Damages . . . . . . . . . . . . . . . . . . . . . . . . . 7
Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Non Book-Entry Capital Securities . . . . . . . . . . . . . . . . . 7
Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . 7
Optional Redemption Price . . . . . . . . . . . . . . . . . . . . . 7
Other Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Other Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . 7
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . 8
Principal office of the Trustee . . . . . . . . . . . . . . . . . . 8
Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 8
Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Quotation Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Reference Treasury Dealer . . . . . . . . . . . . . . . . . . . . . 8
Reference Treasury Dealer Quotations . . . . . . . . . . . . . . . . 9
Registration Rights Agreement . . . . . . . . . . . . . . . . . . . 9
Regulatory Capital Event . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . 9
Restricted Security . . . . . . . . . . . . . . . . . . . . . . . . 10
Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
holder of Securities . . . . . . . . . . . . . . . . . . . . . . . . 10
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . 10
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 10
Series A Securities . . . . . . . . . . . . . . . . . . . . . . . . 10
Series B Securities . . . . . . . . . . . . . . . . . . . . . . . . 10
Special Event . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Special Event Redemption Price . . . . . . . . . . . . . . . . . . . 10
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Tax Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . 12
Trust Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 12
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II
SECURITIES . . . . . . . . . . . . . . 12

SECTION 2.01. Forms Generally . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.02. Execution and Authentication . . . . . . . . . . . . . . . 12
SECTION 2.03. Form and Payment . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.04. Legends. . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.05. Global Security . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.06 Interest . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.07. Transfer and Exchange . . . . . . . . . . . . . . . . . . 16
SECTION 2.08. Replacement Securities . . . . . . . . . . . . . . . . . . 18
SECTION 2.09. Treasury Securities . . . . . . . . . . . . . . . . . . . 19
SECTION 2.10 Temporary Securities. . . . . . . . . . . . . . . . . . . . 19
SECTION 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.13. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE III
PARTICULAR COVENANTS OF THE COMPANY . . . . . . . . 21

SECTION 3.01. Payment of Principal, Premium and Interest . . . . . . . . 21
SECTION 3.02. Offices for Notices and Payments, etc. . . . . . . . . . . 21
SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office . . . . 22
SECTION 3.04. Provision as to Paying Agent . . . . . . . . . . . . . . . 22
SECTION 3.05. Certificate to Trustee . . . . . . . . . . . . . . . . . . 23
SECTION 3.06. Compliance with Consolidation Provisions . . . . . . . . . 24
SECTION 3.07. Limitation on Dividends . . . . . . . . . . . . . . . . . 24
SECTION 3.08. Covenants as to BankBoston Capital Trust . . . . . . . . . 25
SECTION 3.09. Payment of Expenses . . . . . . . . . . . . . . . . . . . 25
SECTION 3.10. Payment Upon Resignation or Removal . . . . . . . . . . . 26
SECTION 4.01. Securityholders' Lists . . . . . . . . . . . . . . . . . . 26
SECTION 4.02. Preservation and Disclosure of Lists . . . . . . . . . . . 27
SECTION 4.03. Reports by Company . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.04. Reports by the Trustee . . . . . . . . . . . . . . . . . . 30

ARTICLE V
REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT . . . . . . . . 30

SECTION 5.01. Events of Default . . . . . . . . . . . . . . . . . . . . 30
SECTION 5.02. Payment of Securities on Default; Suit Therefor . . . . . 32
SECTION 5.03. Application of Moneys Collected by Trustee . . . . . . . . 34
SECTION 5.04. Proceedings by Securityholders . . . . . . . . . . . . . . 35
SECTION 5.05. Proceedings by Trustee . . . . . . . . . . . . . . . . . . 36
SECTION 5.06. Remedies Cumulative and Continuing . . . . . . . . . . . . 36
SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.08. Notice of Defaults . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.09. Undertaking to Pay Costs . . . . . . . . . . . . . . . . . 38

ARTICLE VI
CONCERNING THE TRUSTEE . . . . . . . . . . . 38

SECTION 6.01. Duties and Responsibilities of Trustee . . . . . . . . . . 38
SECTION 6.02. Reliance on Documents, Opinions, etc. . . . . . . . . . . 40
SECTION 6.03. No Responsibility for Recitals, etc. . . . . . . . . . . . 41
SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer
Agents or Registrar May Own Securities . . . . . . . . . 41
SECTION 6.05. Moneys to be Held in Trust . . . . . . . . . . . . . . . . 41
SECTION 6.06. Compensation and Expenses of Trustee . . . . . . . . . . . 42
SECTION 6.07. Officers' Certificate as Evidence . . . . . . . . . . . . 42
SECTION 6.08. Conflicting Interest of Trustee . . . . . . . . . . . . . 43
SECTION 6.09. Eligibility of Trustee . . . . . . . . . . . . . . . . . . 43
SECTION 6.10. Resignation or Removal of Trustee . . . . . . . . . . . . 43
SECTION 6.11. Acceptance by Successor Trustee . . . . . . . . . . . . . 45
SECTION 6.12. Succession by Merger, etc. . . . . . . . . . . . . . . . . 46
SECTION 6.13. Limitation on Rights of Trustee as a Creditor . . . . . . 46
SECTION 6.14. Authenticating Agents . . . . . . . . . . . . . . . . . . 47

ARTICLE VII
CONCERNING THE SECURITYHOLDERS . . . . . . . . . 48

SECTION 7.01. Action by Securityholders . . . . . . . . . . . . . . . . 48
SECTION 7.02. Proof of Execution by Securityholders . . . . . . . . . . 49
SECTION 7.03. Who Are Deemed Absolute Owners . . . . . . . . . . . . . . 49
SECTION 7.04. Securities Owned by Company Deemed Not Outstanding . . . . 49
SECTION 7.05. Revocation of Consents; Future Holders Bound . . . . . . . 50

ARTICLE VIII
SECURITYHOLDERS' MEETINGS . . . . . . . . . . . 50

SECTION 8.01. Purposes of Meetings . . . . . . . . . . . . . . . . . . . 50
SECTION 8.02. Call of Meetings by Trustee . . . . . . . . . . . . . . . 51
SECTION 8.03. Call of Meetings by Company or Securityholders . . . . . . 51
SECTION 8.04. Qualifications for Voting . . . . . . . . . . . . . . . . 51
SECTION 8.05. Regulations . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.06. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE IX
AMENDMENTS . . . . . . . . . . . . . . 53

SECTION 9.01. Without Consent of Securityholders . . . . . . . . . . . . 53
SECTION 9.02. With Consent of Securityholders . . . . . . . . . . . . . 54
SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures . . . . . . . . . . . . . . . . . 56
SECTION 9.04. Notation on Securities . . . . . . . . . . . . . . . . . 56
SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee . . . . . . . . . . . . . . . . . . . . 56

ARTICLE X
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE . . . . 56

SECTION 10.01. Company May Consolidate, etc., on Certain Terms . . . . . 56
SECTION 10.02. Successor Corporation to be Substituted for Company . . . 57
SECTION 10.03. Opinion of Counsel to be Given Trustee . . . . . . . . . . 58

ARTICLE XI
SATISFACTION AND DISCHARGE OF INDENTURE . . . . . . . 58

SECTION 11.01. Discharge of Indenture . . . . . . . . . . . . . . . . . . 58
SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be
Held in Trust by Trustee . . . . . . . . . . . . . . . . 59
SECTION 11.03. Paying Agent to Repay Moneys Held . . . . . . . . . . . . 59
SECTION 11.04. Return of Unclaimed Moneys . . . . . . . . . . . . . . . . 59
SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE XII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS . . . . . . . . . . . 61

SECTION 12.01. Indenture and Securities Solely Corporate Obligations . . 61

ARTICLE XIII
MISCELLANEOUS PROVISIONS . . . . . . . . . . . 62

SECTION 13.01. Successors . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 13.02. Official Acts by Successor Corporation . . . . . . . . . . 62
SECTION 13.03. Surrender of Company Powers . . . . . . . . . . . . . . . 62
SECTION 13.04. Addresses for Notices, etc. . . . . . . . . . . . . . . . 62
SECTION 13.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 13.06. Evidence of Compliance with Conditions Precedent . . . . . 63
SECTION 13.07. Business Days . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.08. Trust Indenture Act to Control . . . . . . . . . . . . . . 63
SECTION 13.09. Table of Contents, Headings, etc . . . . . . . . . . . . . 63
SECTION 13.10. Execution in Counterparts . . . . . . . . . . . . . . . . 64
SECTION 13.11. Separability . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 13.12. Assignment . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 13.13. Acknowledgement of Rights . . . . . . . . . . . . . . . . 64

ARTICLE XIV
REDEMPTION OF SECURITIES --
MANDATORY AND OPTIONAL SINKING FUND . . . . . . . . 65

SECTION 14.01. Special Event Redemption . . . . . . . . . . . . . . . . . 65
SECTION 14.02. Optional Redemption by Company . . . . . . . . . . . . . . 65

SECTION 14.03. No Sinking Fund . . . . . . . . . . . . . . . . . . . . . 66
SECTION 14.04. Notice of Redemption; Selection of Securities . . . . . . 66
SECTION 14.05. Payment of Securities Called for Redemption . . . . . . . 67

ARTICLE XV
SUBORDINATION OF SECURITIES . . . . . . . . . . 68

SECTION 15.01. Agreement to Subordinate . . . . . . . . . . . . . . . . . 68
SECTION 15.02. Default on Senior Indebtedness . . . . . . . . . . . . . . 68
SECTION 15.03. Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . 69
SECTION 15.04. Subrogation . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 15.05. Trustee to Effectuate Subordination . . . . . . . . . . . 71
SECTION 15.06. Notice by the Company . . . . . . . . . . . . . . . . . . 72
SECTION 15.07. Rights of the Trustee; Holders of Senior Indebtedness . . 73
SECTION 15.08. Subordination May Not Be Impaired . . . . . . . . . . . . 73

ARTICLE XVI
EXTENSION OF INTEREST PAYMENT PERIOD . . . . . . . . 74

SECTION 16.01. Extension of Interest Payment Period . . . . . . . . . . 74
SECTION 16.02. Notice of Extension . . . . . . . . . . . . . . . . . . . 75

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Testimonium
Signatures
Acknowledgements

THIS INDENTURE, dated as of December 10, 1996, between Bank of
Boston Corporation, a Massachusetts corporation (hereinafter sometimes
called the "Company"), and The Bank of New York, a New York banking
corporation, as trustee (hereinafter sometimes called the "Trustee"),

W I T N E S S E T H :

In consideration of the premises, and the purchase of the
Securities by the holders thereof, the Company covenants and agrees with
the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Securities, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions.

The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for
all purposes of this Indenture shall have the respective meanings
specified in this Section 1.01. All other terms used in this Indenture
which are defined in the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), or which are by reference therein defined in the
Securities Act, shall (except as herein otherwise expressly provided or
unless the context otherwise requires) have the meanings assigned to such
terms in said Trust Indenture Act and in said Securities Act as in force
at the date of this Indenture as originally executed. The following terms
have the meanings given to them in the Declaration: (i) Clearing Agency;
(ii) Delaware Trustee; (iii) Depository; (iv) Capital Security
Certificate; (v) Property Trustee; (vi) Administrative Trustees; (vii)
Direct Action; and (viii) Purchase Agreement. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such
terms in accordance with generally accepted accounting principles and the
term "generally accepted accounting principles" means such accounting
principles as are generally accepted at the time of any computation. The
words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. Headings are used for convenience of
reference only and do not affect interpretation. The singular includes
the plural and vice versa.

"Additional Interest" shall have the meaning set forth in
Section 2.06(c).

"Adjusted Treasury Rate" means, with respect to any redemption
date pursuant to Section 14.01, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principle amount) equal to the Comparable Treasury Price
for such redemption date plus (i) 1.00% if such prepayment date occurs on
or prior to December 31, 1997 and (ii) 0.50% in all other cases.

"Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding the power to
vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a partnership in
which the specified Person is a general partner, (e) any officer or
director of the specified Person, and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer,
director or general partner.

"Allocable Amounts," when used with respect to any Senior
Indebtedness, means all amounts due or to become due on such Senior
Indebtedness less, if applicable, any amount which would have been paid
to, and retained by, the holders of such Senior Indebtedness (whether as a
result of the receipt of payments by the holders of such Senior
Indebtedness from the Company or any other obligor thereon or from any
holders of, or trustee in respect of, other indebtedness that is
subordinate and junior in right of payment to such Senior Indebtedness
pursuant to any provision of such indebtedness for the payment over of
amounts received on account of such indebtedness to the holders of such
Senior Indebtedness or otherwise) but for the fact that such Senior
Indebtedness is subordinate or junior in right of payment to (or subject
to a requirement that amounts received on such Senior Indebtedness be paid
over to obligees on) trade accounts payable or accrued liabilities arising
in the ordinary course of business.

"Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to
Section 6.14.

"BankBoston Capital Trust" shall mean BankBoston Capital Trust
II, a Delaware business trust created for the purpose of issuing its
undivided beneficial interests in connection with the issuance of Securities
under this Indenture.

"Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

"Board of Directors" shall mean either the Board of Directors of
the Company or any duly authorized committee of that board.

"Board Resolution" shall mean a copy of a resolution certified
by the Clerk or an Assistant Clerk of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

"Business Day" shall mean, with respect to any series of
Securities, any day other than a Saturday or a Sunday or a day on which
banking institutions in The City of New York or Boston, Massachusetts are
authorized or required by law or executive order to close.

"Capital Securities" shall mean undivided beneficial interests
in the assets of BankBoston Capital Trust which rank pari passu with the
Common Securities issued by BankBoston Capital Trust; provided, however,
-------- -------
that if an Event of Default has occurred and is continuing, no payments in
respect of Distributions on, or payments upon liquidation, redemption or
otherwise with respect to, the Common Securities shall be made until the -
holders of the Capital Securities shall be paid in full the Distributions
and the liquidation, redemption and other payments to which they are
entitled. References to "Capital Securities" shall include collectively
any Series A Capital Securities and Series B Capital Securities.

"Capital Securities Guarantee" shall mean any guarantee that the
Company may enter into with The Bank of New York or other Persons that
operate directly or indirectly for the benefit of holders of Capital Secu-
rities of BankBoston Capital Trust and shall include a Series A Capital
Securities Guarantee and a Series B Capital Securities Guarantee with
respect to the Series A Capital Securities and the Series B Capital Securi-
ties, respectively.

"Commission" shall mean the Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act, or if at
any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

"Common Securities" shall mean undivided beneficial interests in
the assets of BankBoston Capital Trust which rank pari passu with Capital
Securities issued by BankBoston Capital Trust; provided, however, that if
-------- -------
an Event of Default has occurred and is continuing, no payments in respect
of Distributions on, or payments upon liquidation, redemption or otherwise
with respect to, the Common Securities shall be made until the holders of
the Capital Securities shall be paid in full the Distributions and the
liquidation, redemption and other payments to which they are entitled.

"Common Securities Guarantee" shall mean any guarantee that the
Company may enter into with any Person or Persons that operate directly or
indirectly for the benefit of holders of Common Securities of BankBoston
Capital Trust.

"Common Stock" shall mean the Common Stock, par value $1.50 per
share, of the Company or any other class of stock resulting from changes
or reclassifications of such Common Stock consisting solely of changes in
par value, or from par value to no par value, or from no par value to par
value.

"Company" shall mean Bank of Boston Corporation, a Massachusetts
corporation, and, subject to the provisions of Article X, shall include
its successors and assigns.

"Company Request" or "Company Order" shall mean a written
request or order signed in the name of the Company by the Chairman, the
Chief Executive Officer, the President, a Vice Chairman, a Vice President,
the Comptroller, the Group Director-Asset/Liability Management, the Clerk
or an Assistant Clerk of the Company, and delivered to the Trustee.

"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable
to the remaining term of the Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.

"Comparable Treasury Price" means, with respect to any redemption
date pursuant to Section 14.01, (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a per-
centage of its principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities"
or (ii) if such release (or any successor release) is not published or
does not contain such prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.

"Compounded Interest" shall have the meaning set forth in
Section 16.01.

"Custodian" shall mean any receiver, trustee, assignee, liquidator,
or similar official under any Bankruptcy Law.

"Declaration" means the Amended and Restated Declaration of
Trust of BankBoston Capital Trust, dated as of December 10, 1996.

"Default" means any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

"Deferred Interest" shall have the meaning set forth in Section
16.01.

"Definitive Securities" shall mean those securities issued in
fully registered certificated form not otherwise in global form.

"Depositary" shall mean, with respect to Securities of any
series, for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing
agency under the Exchange Act or other applicable statute or regulation,
which, in each case, shall be designated by the Company pursuant to
Section 2.05(d).

"Dissolution Event" means the liquidation of the Trust pursuant
to the Declaration, and the distribution of the Securities held by the
Property Trustee to the holders of the Trust Securities issued by the
Trust pro rata in accordance with the Declaration.

"Event of Default" shall mean any event specified in Section
5.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

"Exchange Offer" means the offer that may be made pursuant to
the Registration Rights Agreement (i) by the Company to exchange Series B
Securities for Series A Securities and to exchange a Series B Capital
Securities Guarantee for a Series A Capital Securities Guarantee and (ii)
by BankBoston Capital Trust to exchange Series B Capital Securities for
Series A Capital Securities.

"Extended Interest Payment Period" shall have the meaning set
forth in Section 16.01.

"Federal Reserve" shall mean the Board of Governors of the
Federal Reserve System.

"Global Security" means, with respect to the Securities, a
Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

"Indebtedness for Money Borrowed" shall mean any obligation of,
or any obligation guaranteed by, the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other
written instruments.

"Indebtedness Ranking on a Parity with the Securities" shall
mean (i) Indebtedness for Money Borrowed, whether outstanding on the date
of execution of this Indenture or hereafter created, assumed or incurred,
which specifically by its terms ranks equally with and not prior to the
Securities in the right of payment upon the happening of any dissolution
or winding up or liquidation or reorganization of the Company, and (ii)
all other debt securities, and guarantees in respect of those debt securi-
ties, issued to any trust other than BankBoston Capital Trust, or a
trustee of such trust, partnership or other entity affiliated with the
Company that is a financing vehicle of the Company (a "financing entity")
in connection with the issuance by such financing entity of equity
securities or other securities guaranteed by the Company pursuant to an
instrument that ranks pari passu with or junior in right of payment to the
Capital Securities Guarantee.

"Indebtedness Ranking Junior to the Securities" shall mean any
Indebtedness for Money Borrowed, whether outstanding on the date of
execution of this Indenture or hereafter created, assumed or incurred,
which specifically by its terms ranks junior to and not equally with or
prior to the Securities (and any other Indebtedness Ranking on a Parity
with the Securities) in right of payment upon the happening of any
dissolution or winding up or liquidation or reorganization of the Company.
The securing of any Indebtedness for Money Borrowed of the Company,
otherwise constituting Indebtedness Ranking on a Parity with the
Securities or Indebtedness Ranking Junior to the Securities, as the case
may be, shall not be deemed to prevent such Indebtedness for Money
Borrowed from constituting Indebtedness Ranking on a Parity with the
Securities or Indebtedness Ranking Junior to the Securities, as the case
may be.

"Indenture" shall mean this instrument as originally executed
or, if amended as herein provided, as so amended.

"Interest Payment Date" shall have the meaning set forth in
Section 2.06.

"Liquidated Damages" shall have the meaning set forth in the
Registration Rights Agreement.

"Maturity Date" shall mean December 15, 2026.

"Mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or
other similar encumbrance.

"Non Book-Entry Capital Securities" shall have the meaning set
forth in Section 2.05.

"Officers" shall mean any of the Chairman, a Vice Chairman, the
Chief Executive Officer, the President, a Vice President, the Comptroller,
the Group Director, Asset/Liability Management, the Clerk or an Assistant
Clerk of the Company.

"Officers' Certificate" shall mean a certificate signed by two
Officers and delivered to the Trustee.

"Opinion of Counsel" shall mean a written opinion of counsel,
who may be an employee of the Company, and who shall be acceptable to the
Trustee.

"Optional Redemption Price" shall have the meaning set forth in
Section 14.02.

"Other Debentures" means all junior subordinated debentures
issued by the Company from time to time and sold to trusts to be
established by the Company, in each case similar to the Trust.

"Other Guarantees" means all guarantees issued by the Company
with respect to capital securities and issued to other trusts established
by the Company, in each case similar to the Trust.

The term "outstanding" when used with reference to Securities,
shall, subject to the provisions of Section 7.04, mean, as of any
particular time, all Securities authenticated and delivered by the Trustee
or the Authenticating Agent under this Indenture, except

(a) Securities theretofore cancelled by the Trustee or the
Authenticating Agent or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than the Company)
or shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own paying agent); provided that, if such
Securities, or portions thereof, are to be redeemed prior to maturity
thereof, notice of such redemption shall have been given as in Article
Fourteen provided or provision satisfactory to the Trustee shall have been
made for giving such notice; and

(c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms
of Section 2.08 unless proof satisfactory to the Company and the Trustee is
presented that any such Securities are held by bona fide holders in due
course.

"Person" shall mean any individual, corporation, estate,
partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt and as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.08 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Security.

"Principal office of the Trustee", or other similar term, shall
mean the principal office of the Trustee, at which at any particular time
its corporate trust business shall be administered.

"Purchase Agreement" shall mean the Purchase Agreement dated
December 3, 1996 among the Company, BankBoston Capital Trust and the
initial purchasers named therein.

"Property Trustee" shall have the same meaning as set forth in
the Declaration.

"Quotation Agent" means the Reference Treasury Dealer appointed
by the Company.

"Redemption Price" means the Special Event Redemption Price or
the Optional Redemption Price, as the context requires.

"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated and its successors; provided, however, that if the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer selected by the Company.

"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date pursuant to Section
14.01, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by
such Reference Treasury Dealer at 5:00 p.m. New York City time on the
third Business Day preceding such redemption date.

"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Closing Date, by and among the Company, the
Trust and the Initial Purchasers named therein as such agreement may be
amended, modified or supplemented from time to time.

"Regulatory Capital Event" means that the Company shall have
received an opinion of independent bank regulatory counsel experienced in
such matters to the effect that, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any rules, guidelines or
policies of the Federal Reserve or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement
or decision is announced on or after the date of original issuance of the
Capital Securities, the Capital Securities do not constitute, or within 90
days of the date thereof, will not constitute, Tier I Capital (or its then
equivalent); provided, however, that the distribution of the Capital
Securities in connection with the liquidation of the Trust by the Company,
as sponsor, shall not in and of itself constitute a Regulatory Capital
Event unless such liquidation shall have occurred in connection with a Tax
Event.

"Responsible Officer", when used with respect to the Trustee,
shall mean the chairman or any vice chairman of the board of directors,
the chairman or any vice chairman of the executive committee of the board
of directors, the chairman of the trust committee, the president, any vice
president, the cashier, any assistant cashier, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer
or assistant trust officer, the controller or any assistant controller or
any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

"Restricted Security" shall mean Securities that bear or are
required to bear the legends set forth in Exhibit A hereto.

"Rule 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or under any similar rule or
regulation hereafter adopted by the Commission.

"Securities" means, collectively, the Series A Securities and
the Series B Securities.

"Securities Act" shall mean the Securities Act of 1933, as
amended.

"Securityholder", "holder of Securities", or other similar
terms, shall mean any person in whose name at the time a particular
Security is registered on the register kept by the Company or the Trustee
for that purpose in accordance with the terms hereof.

"Security Register" shall mean (i) prior to a Dissolution Event,
the list of holders provided to the Trustee pursuant to Section 4.01, and
(ii) following a Dissolution Event, any security register maintained by a
security registrar for the securities appointed by the Company following
the execution of a supplemental indenture providing for transfer
procedures as provided for in Section 2.07(a).

"Senior Indebtedness" shall mean all Indebtedness for Money
Borrowed, whether outstanding on the date of execution of this Indenture
or hereafter created, assumed or incurred, except Indebtedness Ranking on
a Parity with the Securities or Indebtedness Ranking Junior to the
Securities, and any deferrals, renewals or extensions of such Senior
Indebtedness.

"Series A Securities" means the Company's 7 3/4% Series A Junior
Subordinated Deferrable Interest Debentures due 2026, as authenticated and
issued under this Indenture.

"Series B Securities" means the Company's Series B 73/4% Junior
Subordinated Deferrable Interest Debentures due 2026, as authenticated and
issued under this Indenture.

"Special Event" means either a Regulatory Capital Event or a Tax
Event.

"Special Event Redemption Price" shall mean, with respect to any
redemption of the Securities pursuant to Section 14.01 hereof, an amount
in cash equal to the greater of (i) 100% of the principal amount to be re-
deemed or (ii) as determined by a Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal, premium and
interest thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus, in each case, any accrued and unpaid interest
thereon, including Compounded Interest and Additional Interest, if
any, to the date of such redemption.

"Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of whose outstanding voting stock of which
is owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii)
any general partnership, joint venture or similar entity, at least a
majority of whose outstanding partnership or similar interests shall at
the time be owned by such Person, or by one or more of its Subsidiaries,
or by such Person and one or more of its Subsidiaries and (iii) any
limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, "voting stock"
means shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power
for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other
equivalents having such power only by reason of the occurrence of a contin-
gency.

"Tax Event" shall mean the receipt by BankBoston Capital Trust
and the Company of an opinion of counsel experienced in such matters to
the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder
of the United States or any political subdivision or taxing authority
thereof or therein or as a result of any official administrative pro-
nouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement
or decision is announced on or after December 3, 1996, there is more than
an insubstantial risk that (i) BankBoston Capital Trust is, or will be
within 90 days of the date of such opinion, subject to United States
Federal income tax with respect to income received or accrued on the
Securities, (ii) interest payable by the Company on the Securities is not,
or within 90 days of the date of such opinion, will not be, deductible by
the Company, in whole or in part, for United States Federal income tax
purposes, or (iii) BankBoston Capital Trust is, or will be within 90 days
of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

"Trustee" shall mean the Person identified as "Trustee" in the
first paragraph hereof, and, subject to the provisions of Article Six
hereof, shall also include its successors and assigns as Trustee
hereunder. The term "Trustee" as used with respect to a particular series
of the Securities shall mean the trustee with respect to that series.

"Trust Indenture Act of 1939" shall mean the Trust Indenture Act
of 1939 as in force at the date of execution of this Indenture, except as
provided in Section 9.03.

"Trust Securities" shall mean the Capital Securities and the
Common Securities, collectively.

"U.S. Government Obligations" shall mean securities that are (i)
direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case under clauses (i) or (ii) are not callable
or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of
interest on or principal of any such U.S. Government Obligation held by
such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

ARTICLE II

SECURITIES

SECTION 2.01. Forms Generally.

The Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A, the terms of which are
incorporated in and made a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Company is subject or usage. Each Security
shall be dated the date of its authentication. The Securities shall be
issued in denominations of $1,000 and integral multiples thereof.

SECTION 2.02. Execution and Authentication.

Two Officers shall sign the Securities for the Company by manual
or facsimile signature. If an Officer whose signature is on a Security no
longer holds that office at the time the Security is authenticated, the
Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be
conclusive evidence that the Security has been authenticated under this
Indenture. The form of Trustee's certificate of authentication to be
borne by the Securities shall be substantially as set forth in Exhibit A
hereto.

The Trustee shall, upon a Company Order, authenticate for
original issue up to, and the aggregate principal amount of Securities
outstanding at any time may not exceed the sum of (a) $257,732,000 aggregate
principal amount of the Securities and (b) such aggregate principal
amount (which as shall not exceed $38,660,000 aggregate principal amount)
of the Securities, if any, as shall be purchased by BankBoston Capital
Trust pursuant to an overallotment option in accordance with the terms and
provisions of the Debenture Subscription Agreement dated as of December
10, 1996 between the Company and BankBoston Capital Trust; except as
provided in Sections 2.07, 2.08, 2.10 and 14.05.

SECTION 2.03. Form and Payment.

Except as provided in Section 2.05, the Securities shall be
issued in fully registered certificated form without interest coupons.
Principal of and premium, if any, and interest on the Securities issued in
certificated form will be payable, the transfer of such Securities will be
registrable and such Securities will be exchangeable for Securities
bearing identical terms and provisions at the office or agency of the
Trustee; provided, however, that payment of interest with respect to
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Securities in global form may be made at the option of the Company (i) by
check mailed to the holder at such address as shall appear in the Security
Register or (ii) by transfer to an account maintained by the Person
entitled thereto, provided that proper transfer instructions have been
received in writing by the relevant record date. Notwithstanding the
foregoing, so long as the holder of any Securities is the Property Trustee,
the payment of the principal of and premium, if any, and interest
(including Compounded Interest and Additional Interest, if any) on such
Securities held by the Property Trustee will be made at such place and to
such account as may be designated by the Property Trustee.

SECTION 2.04. Legends.

(a) Except as permitted by subsection (b) of this Section 2.04
or as otherwise determined by the Company in accordance with applicable
law, each Security shall bear the applicable legends relating to restrictions
on transfer pursuant to the securities laws in substantially the
form set forth on Exhibit A hereto.

(b) The Company shall issue and the Trustee shall authenticate
Series B Securities in exchange for Series A Securities accepted for
exchange in the Exchange Offer, which Series B Securities shall not bear
the legends required by subsection (a) above, in each case unless the
holder of such Series A Securities is either (A) a broker-dealer who pur-
chased such Series A Securities directly from the Company for resale
pursuant to Rule 144A or any other available exemption under the
Securities Act, (B) a Person participating in the distribution of the
Series A Securities or (C) a Person who is an affiliate (as defined in
Rule 144 under the Securities Act) of the Company.

SECTION 2.05. Global Security.

(a) In connection with a Dissolution Event,

(i) if any Capital Securities are held in book-entry form,
the related Definitive Securities shall be presented to the Trustee (if an
arrangement with the Depositary has been maintained) by the Property Trustee
in exchange for one or more Global Securities (as may be required pursuant to
Section 2.07) in an aggregate principal amount equal to the aggregate princi-
pal amount of all outstanding Securities, to be registered
in the name of the Depositary, or its nominee, and delivered by the Trustee
to the Depositary for crediting to the accounts of its participants pursuant
to the instructions of the Administrative Trustees; the Company upon any such
presentation shall execute one or more Global Securities in such aggregate
principal amount and deliver the same to the Trustee for authentication and
delivery in accordance with the Indenture; and payments on the Securities
issued as a Global Security will be made to
the Depositary; and

(ii) if any Capital Securities are held in certificated
form, the related Definitive Securities may be presented to the Trustee by
the Property Trustee and any Capital Security certificate which represents
Capital Securities other than Capital Securities in book-entry form ("Non
Book-Entry Capital Securities") will be deemed to represent beneficial inter-
ests in Securities presented to the Trustee by the Property Trustee having an
aggregate principal amount equal to the aggregate liquidation amount of the
Non Book-Entry Capital Securities until such Capital

Security certificates are presented to the Security Registrar for
transfer or reissuance, at which time such Capital Security certificates will
be cancelled and a Security, registered in the name of the holder of the
Capital Security certificate or the transferee of the holder of such Capital
Security certificate, as the case may be, with an aggregate principal amount
equal to the aggregate liquidation amount of the Capital Security certificate
cancelled, will be executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture. Upon the
issuance of such Securities, Securities with an equivalent aggregate principal
amount that were presented by the Property Trustee to the Trustee will be
deemed to have been cancelled.

(b) The Global Securities shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon; provided,
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that the aggregate amount of outstanding Securities represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Security to
reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee, in accordance
with instructions given by the Company as required by this Section
2.05.

(c) The Global Securities may be transferred, in whole but not
in part, only to another nominee of the Depositary, or to a successor
Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

(d) If at any time the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary or the Depositary has
ceased to be a clearing agency registered under the Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as
the case may be, the Company will execute, and the Trustee, upon written
notice from the Company, will authenticate and make available for delivery
the Definitive Securities, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security
in exchange for such Global Security. If there is an Event of Default,
the Depositary shall have the right to exchange the Global Securities for
Definitive Securities. In addition, the Company may at any time determine
that the Securities shall no longer be represented by a Global Security.
In the event of such an Event of Default or such a determination, the
Company shall execute, and subject to Section 2.07, the Trustee, upon receipt
of an Officers' Certificate evidencing such determination by the
Company, will authenticate and make available for delivery the Definitive
Securities, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security in exchange
for such Global Security. Upon the exchange of the Global Security for
such Definitive Securities, in authorized denominations, the Global Security
shall be cancelled by the Trustee. Such Definitive Securities issued in
exchange for the Global Security shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Definitive Securities to the Depositary for
delivery to the Persons in whose names such Definitive Securities are so
registered.

SECTION 2.06 Interest.

(a) Each Security will bear interest at the rate of 73/4% per
annum (the "Coupon Rate") from the most recent date to which interest has
been paid or, if no interest has been paid, from December 10, 1996, until
the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the Coupon
Rate, compounded semi-annually, payable (subject to the provisions of
Article XVI) semi-annually in arrears on June 15 and December 15 of each
year (each, an "Interest Payment Date") commencing on June 15, 1997, to
the Person in whose name such Security or any predecessor Security is
registered, at the close of business on the regular record date for such
interest installment, which shall be the first day of the month in which
the relevant Interest Payment Date falls.

(b) Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any Interest
Payment Date falls on a day that is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in
respect of any such delay), with the same force and effect as if made on
such date.

(c) During such time as the Property Trustee is the holder of
any Securities, the Company shall pay any additional amounts on the
Securities as may be necessary in order that the amount of Distributions
then due and payable by the BankBoston Capital Trust on the outstanding
Securities shall not be reduced as a result of any additional taxes,
duties and other governmental charges to which the Trust has become
subject as a result of a Tax Event ("Additional Interest").

SECTION 2.07. Transfer and Exchange.

(a) Transfer Restrictions. The Series A Securities, and those
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Series B Securities with respect to which any Person described in Section
2.04(b)(A), (B) or (C) is the beneficial owner, may not be transferred
except in compliance with the legend contained in Exhibit A unless otherwise
determined by the Company in accordance with applicable law. Upon any
distribution of the Securities following a Dissolution Event, the Company
and the Trustee shall enter into a supplemental indenture pursuant to
Section 9.01 to provide for the transfer restrictions and procedures with
respect to the Securities substantially similar to those contained in the
Declaration to the extent applicable in the circumstances existing at such
time.

(b) General Provisions Relating to Transfers and Exchanges. To
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permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Definitive Securities and Global
Securities at the Trustee's request. All Definitive Securities and Global
Securities issued upon any registration of transfer or exchange of Definitive
Securities or Global Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Definitive Securities or Global Securities surrendered
upon such registration of transfer or exchange.

No service charge shall be made to a holder for any registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith.

The Company shall not be required to (i) issue, register the
transfer of or exchange Securities during a period beginning at the
opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Securities for redemption under
Article Fifteen hereof and ending at the close of business on the day of
such mailing; or (ii) register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.

Prior to due presentment for the registration of a transfer of
any Security, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
premium, if any, and interest on such Securities, and neither the Trustee,
any Agent nor the Company shall be affected by notice to the contrary.

(c) Exchange of Series A Securities for Series B Securities.
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The Series A Securities may be exchanged for Series B Securities pursuant
to the terms of the Exchange Offer. The Trustee shall make the exchange
as follows:

The Company shall present the Trustee with an Officers' Certificate
certifying the following:

(A) upon issuance of the Series B Securities, the transactions
contemplated by the Exchange Offer have been consummated; and

(B) the principal amount of Series A Securities properly
tendered in the Exchange Offer that are represented by a
Global Security and the principal amount of Series A
Securities properly tendered in the Exchange Offer that
are represented by Definitive Securities, the name of each
holder of such Definitive Securities, the principal amount
at maturity properly tendered in the Exchange Offer by each
such holder and the name and address to which Definitive
Securities for Series B Securities shall be registered
and sent for each such holder.

The Trustee, upon receipt of (i) such Officers' Certificate,
(ii) an Opinion of Counsel (x) to the effect that the Series B Securities
have been registered under Section 5 of the Securities Act and the Indenture
has been qualified under the Trust Indenture Act and (y) with respect
to the matters set forth in Section 3(p) of the Registration Rights
Agreement and (iii) a Company Order, shall authenticate (A) a Global
Security for Series B Securities in aggregate principal amount equal to
the aggregate principal amount of Series A Securities represented by a
Global Security indicated in such Officers' Certificate as having been
properly tendered and (B) Definitive Securities representing Series B
Securities registered in the names of, and in the principal amounts indicated
in, such Officers' Certificate.

If the principal amount at maturity of the Global Security for
the Series B Securities is less than the principal amount at maturity of
the Global Security for the Series A Securities, the Trustee shall make an
endorsement on such Global Security for Series A Securities indicating a
reduction in the principal amount at maturity represented thereby.

The Trustee shall deliver such Definitive Securities for Series
B Securities to the holders thereof as indicated in such Officers'
Certificate.

SECTION 2.08. Replacement Securities.

If any mutilated Security is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and
the Trustee shall authenticate a replacement Security if the Trustee's
requirements for replacements of Securities are met. An indemnity bond
must be supplied by the holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent or
any authenticating agent from any loss that any of them may suffer if a
Security is replaced. The Company or the Trustee may charge for its
expenses in replacing a Security.

Every replacement Security is an obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

SECTION 2.09. Treasury Securities.

In determining whether the holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any Affiliate of the Company shall be
considered as though not outstanding, except that for purposes of determining
whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that a Trustee actually
knows to be so owned shall be so considered.

SECTION 2.10 Temporary Securities.

Pending the preparation of Definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and
make available for delivery, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise reproduced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by
their execution of such Securities.

If temporary Securities are issued, the Company shall cause
Definitive Securities to be prepared without unreasonable delay. The
Definitive Securities shall be printed, lithographed or engraved, or
provided by any combination thereof, or in any other manner permitted by
the rules and regulations of any applicable securities exchange, all as
determined by the officers executing such Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall
be exchangeable for Definitive Securities upon surrender of the temporary
Securities at the office or agency maintained by the Company for such
purpose pursuant to Section 3.02 hereof, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities,
the Company shall execute, and the Trustee shall authenticate and make
available for delivery, in exchange therefor the same aggregate principal
amount of Definitive Securities of authorized denominations. Until so ex-
changed, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as Definitive Securities.

SECTION 2.11. Cancellation.

The Company at any time may deliver Securities to the Trustee
for cancellation. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall retain or destroy cancelled Securities in
accordance with its normal practices (subject to the record retention
requirement of the Exchange Act) unless the Company directs them to be re-
turned to it. The Company may not issue new Securities to replace Securities
that have been redeemed or paid or that have been delivered to the
Trustee for cancellation. All cancelled Securities held by the Trustee
shall be delivered to the Company.

SECTION 2.12. Defaulted Interest.

Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
holder on the relevant regular record date by virtue of having been such
holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (a) or clause (b) below:

(a) The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of business
on a special record date for the payment of such Defaulted Interest, which
shall be fixed in the following manner: the Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid
on each such Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Inter-
est or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than 15 nor less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such special record date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date
therefor to be mailed, first class postage prepaid, to each Securityholder
at his or her address as it appears in the Security Register, not less than
10 days prior to such special record date. Notice of the proposed payment
of such Defaulted Interest and the special record date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered on such special record date and shall be no
longer payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest on
any Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustees of the proposed payment pursuant
to this clause, such manner of payment shall be deemed practicable by the
Trustee.

SECTION 2.13. CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Securityholders;
provided that any such notice may state that no representation is made as
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to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP
numbers.

ARTICLE III

PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and
Interest.

The Company covenants and agrees for the benefit of the holders
of the Securities that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest on the Securities at
the place, at the respective times and in the manner provided herein.
Each installment of interest on the Securities may be paid by mailing
checks for such interest payable to the order of the holder of Security
entitled thereto as they appear in the Security Register. The Company
further covenants to pay any and all amounts including, without limitation,
Liquidated Damages, if any, on the dates and in the manner required under
the Registration Rights Agreement.

SECTION 3.02. Offices for Notices and Payments, etc.

So long as any of the Securities remains outstanding, the
Company will maintain in the Borough of Manhattan, The City of New York,
an office or agency where the Securities may be presented for payment, an
office or agency where the Securities may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or
agency where notices and demands to or upon the Company in respect of the
Securities or of this Indenture may be served. The Company will give to
the Trustee written notice of the location of any such office or agency
and of any change of location thereof. Until otherwise designated from
time to time by the Company in a notice to the Trustee, any such office or
agency for all of the above purposes shall be the office or agency of the
Trustee. In case the Company shall fail to maintain any such office or
agency in the Borough of Manhattan, The City of New York, or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the
principal corporate trust office of the Trustee.

In addition to any such office or agency, the Company may from
time to time designate one or more offices or agencies outside the Borough
of Manhattan, The City of New York, where the Securities may be presented
for registration of transfer and for exchange in the manner provided in
this Indenture, and the Company may from time to time rescind such
designation, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or
agency in the Borough of Manhattan, The City of New York, for the purposes
above mentioned. The Company will give to the Trustee prompt written
notice of any such designation or rescission thereof.

SECTION 3.03. Appointments to Fill Vacancies in Trustee's
Office.

The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section
6.10, a Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.04. Provision as to Paying Agent.

(a) If the Company shall appoint a paying agent other than the
Trustee with respect to the Securities, it will cause such
paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee,
subject to the provision of this Section 3.04,

(1) that it will hold all sums held by it as such agent
for the payment of the principal of and premium, if any,
or interest on the Securities (whether such sums have
been paid to it by the Company or by any
other obligor on the Securities of such series) in trust
for the benefit of the holders of the Securities; and

(2) that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Securities)
to make any payment of the principal of and premium or
interest on the Securities when the same shall be due
and payable.

(b) If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of and premium,
if any, or interest on the Securities, set aside, segregate
and hold in trust for the benefit of the holders of the
Securities a sum sufficient to pay such
principal, premium or interest so becoming due and will
notify the Trustee of any failure to take such action and of
any failure by the Company (or by any other obligor under
the Securities) to make any payment of the principal
of and premium, if any, or interest on the Securities when
the same shall become due and payable.

(c) Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the
purpose of obtaining a satisfaction and discharge with
respect to the Securities hereunder, or for
any other reason, pay or cause to be paid to the Trustee
all sums held in trust for any such series by the Trustee
or any paying agent hereunder, as required by this Section
3.04, such sums to be held by the Trustee upon the trusts
herein contained.

(d) Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as
provided in this Section 3.04 is subject to Sections 11.03
and 11.04.

SECTION 3.05. Certificate to Trustee.

The Company will deliver to the Trustee on or before 120 days
after the end of each fiscal year in each year, commencing with the first
fiscal year ending after the date hereof, so long as Securities are outstand-
ing hereunder, an Officers' Certificate, one of the signers of which
shall be the principal executive, principal financial or principal
accounting officer of the Company stating that in the course of the perfor-
mance by the signers of their duties as officers of the Company they
would normally have knowledge of any default by the Company in the
performance of any covenants contained herein, stating whether or not they
have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature thereof.

SECTION 3.06. Compliance with Consolidation
Provisions.

The Company will not, while any of the Securities remain out-
standing, consolidate with, or merge into, or merge into itself, or sell
or convey all or substantially all of its property to any other Person
unless the provisions of Article Ten hereof are complied with.

SECTION 3.07. Limitation on Dividends.

The Company will not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Company's capital stock (which
includes common and preferred stock) or (ii) make any payment of
principal, interest or premium, if any, on or repay or repurchase or
redeem any debt securities of the Company (including any Other Debentures)
that rank pari passu with or junior in right of payment to the Securities
or (iii) make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any Subsidiary of the Company (including
Other Guarantees) if such guarantee ranks pari passu or junior in right of
payment to the Securities (other than (a) dividends or distributions in
shares of, or options, warrants or rights to subscribe for or purchase
shares of, Common Stock of the Company, (b) any declaration of a dividend
in connection with the implementation of a stockholder's rights plan, or
the issuance of stock under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (c) payments under the
Capital Securities Guarantee and (d) as a result of a reclassification of
the Company's capital stock or the exchange or the conversion of one class
or series of the Company's capital stock for another class or series of
the Company's capital stock; (e) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange pro-
visions of such capital stock or the security being converted or exchanged;and
(f) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors,
officers or employees or any of the Company's dividend reinvestment plans) if
at such time (i) there shall have occurred any event of which the Company has
actual knowledge that (a) with the giving of notice or the lapse of time, or
both, would constitute an Event of Default and (b) in respect of which
the Company shall not have taken reasonable steps to cure, (ii) if such
Securities are held by the Property Trustee, the Company shall be in default
with respect to its payment of any obligations under the Capital
Securities Guarantee or (iii) the Company shall have given notice of its
election of the exercise of its right to extend the interest payment period
pursuant to Section 16.01 and any such extension shall be continuing.

SECTION 3.08. Covenants as to BankBoston Capital Trust

In the event Securities are issued to BankBoston Capital Trust
or a trustee of such trust in connection with the issuance of Trust
Securities by BankBoston Capital Trust, for so long as such Trust Securities
remain outstanding, the Company will (i) maintain 100% direct
ownership of the Common Securities of BankBoston Capital Trust; provided,
--------
however that any successor of the Company, permitted pursuant to Article Ten,
- -------
may succeed to the Company's ownership of such Common Securities, (ii) use
its reasonable efforts to cause BankBoston Capital Trust (a) to remain a
business trust, except in connection with a distribution of Securities,
the redemption of all of the Trust Securities of BankBoston Capital Trust
or certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of BankBoston Capital Trust, and (b) to otherwise continue to
be treated as a grantor trust and not an association taxable as a corporation
for United States federal income tax purposes and (iii) to use its reasonable
efforts to cause each holder of Trust Securities to be treated as owning an
individual beneficial interest in the Securities.

SECTION 3.09. Payment of Expenses.

In connection with the offering, sale and issuance of the
Securities to the BankBoston Capital Trust and in connection with the sale
of the Trust Securities by the BankBoston Capital Trust, the Company, in
its capacity as borrower with respect to the Securities, shall:

(a) pay all costs and expenses relating to the offering, sale
and issuance of the Securities, including commissions to the initial
purchasers payable pursuant to the Purchase Agreement, fees and expenses
in connection with any exchange offer or other action to be taken pursuant
to the Registration Rights Agreement and compensation of the Trustee in
accordance with the provisions of Section 6.06;

(b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the
BankBoston Capital Trust, the offering, sale and issuance of the Trust
Securities (including commissions to the initial purchasers in connection
therewith), the fees and expenses of the Property Trustee and the Delaware
Trustee, the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and
other telecommunications expenses and costs and expenses incurred in
connection with the acquisition, financing, and disposition of Trust
assets;

(d) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs
and expenses with respect to such taxes of the Trust; and

(e) pay all other fees, expenses, debts and obligations (other
than the Trust Securities) related to BankBoston Capital Trust.

SECTION 3.10. Payment Upon Resignation or Removal.

Upon termination of this Indenture or the removal or resignation
of the Trustee, unless otherwise stated, the Company shall pay to the
Trustee all amounts accrued and owing to the date of such termination,
removal or resignation. Upon termination of the Declaration or the
removal or resignation of the Delaware Trustee or the Property Trustee, as
the case may be, pursuant to Section 5.7 of the Declaration, the Company
shall pay to the Delaware Trustee or the Property Trustee, as the case may
be, all amounts accrued and owing to the date of such termination, removal
or resignation.

ARTICLE IV

SECURITYHOLDERS' LISTS AND REPORTS BY THE
COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists.

The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee:

(a) on a semi-annual basis on each regular record date for the
Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Securityholders as
of such record date; and

(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company, of any such
request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished,
except that, no such lists need be furnished so long as the
Trustee is in possession thereof by reason of its acting as
Security registrar.

SECTION 4.02. Preservation and Disclosure of Lists.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and
addresses of the holders of the Securities (1) contained
in the most recent list furnished to it as provided in Section
4.01 or (2) received by it in the capacity of
Securities registrar (if so acting) hereunder. The Trustee
may destroy any list furnished to it as provided in Section
4.01 upon receipt of a new list so furnished.

(b) In case three or more holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee
and furnish to the Trustee reasonable proof that each such
applicant has owned a Security for a period of at least six
months preceding the date of such application,
and such application states that the applicants desire to
communicate with other holders of Securities or with holders of
all Securities with respect to their rights under this Indenture
and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to
transmit, then the Trustee shall within 5 Business Days
after the receipt of such application, at its election, either:

(1) afford such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 4.02, or

(2) inform such applicants as to the approximate number of
holders of all Securities, whose names and addresses appear
in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this
Section 4.02, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall,
upon the written request of such applicants, mail to each
Securityholder whose name and address appear in the information
preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.02 a copy
of the form of proxy or other communication which is specified
in such request with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee
shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the
holders of Securities of such series or all Securities, as the
case may be, or would be in violation of applicable law.
Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain
any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all
the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such
material to all such Securityholders with reasonable promptness
after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their
application.

(c) Each and every holder of Securities, by receiving and
holding the same, agrees with Company and the Trustee that
neither the Company nor the Trustee nor any paying agent shall
be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of
Securities in accordance with the provisions of
subsection (b) of this Section 4.02, regardless of the source
from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).

SECTION 4.03. Reports by Company.

(a) The Company covenants and agrees to file with the Trustee,
within 15 days after the date on which the Company is required
to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as said
Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such
sections, then to file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect
of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules
and regulations.

(b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and
regulations prescribed from time to time by said Commission,
such additional information, documents and reports with respect
to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required
from time to time by such rules and regulations.

(c) The Company covenants and agrees to transmit by mail to all
holders of Securities, as the names and addresses of such
holders appear upon the Security Register, within 30 days
after the filing thereof with the Trustee, such summaries of
any information, documents and reports required to
be filed by the Company pursuant to subsections (a) and (b) of
this Section 4.03 as may be required by rules and regulations
prescribed from time to time by the Commission.

(d) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of
any information contained therein or determinable from
information contained therein, including the
Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on
Officers' Certificates).

(e) So long as is required for an offer or sale of the
Securities to qualify for an exemption under Rule 144A under
the Securities Act, the Company shall, upon request, provide
the information required by clause (d)(4) thereunder to each
Holder and to each beneficial owner and prospective purchaser
of Securities identified by any holder of Restricted
Securities, unless such information is furnished to the
Commission pursuant to Section 13 or 15(d) of the Exchange Act.

SECTION 4.04. Reports by the Trustee.

(a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each December 15
following the date of this Indenture, commencing December 15,
1997, deliver to Securityholders a brief report, dated as of
such December 15, which complies with the provisions of such
Section 313(a).

(b) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with
each stock exchange, if any, upon which the Securities are
listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are
listed on any stock exchange.

ARTICLE V

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.01. Events of Default.

One or more of the following events of default shall constitute
an Event of Default hereunder:

(a) default in the payment of any interest upon any Security or any
Other Debenture when it becomes due and payable, and
continuance of such default for a period of 30 days; provided,
--------
however, that a valid extension of an interest payment period by
the Company in accordance with the terms hereof shall not
constitute a default in the payment of interest for this
purpose; or

(b) default in the payment of all or any part of the principal of
(or premium, if any, on) any Security or any Other Debentures as
and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise; or

(c) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with),
and continuance of such default or breach for a
period of 90 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding Securities a
written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

(d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing
a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for
any substantial part of its property, or ordering the winding-up
or liquidation of its affairs and such decree or order shall
remain unstayed and in effect for a period of 90 consecutive
days; or

(e) the Company shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of the
Company or of any substantial part of its property,
or shall make any general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they
become due.

If an Event of Default with respect to Securities at the time
outstanding occurs and is continuing, then in every such case the Trustee
or the holders of not less than 25% in aggregate principal amount of the
Securities then outstanding may declare the principal amount of all Securi-
ties to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by the holders of the outstanding
Securities), and upon any such declaration the same shall become immediately
due and payable.

The foregoing provisions, however, are subject to the condition
that if, at any time after the principal of the Securities shall have been
so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as
hereinafter provided, (i) the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay (A) all matured installments of interest
upon all the Securities and the principal of and premium, if any, on any
and all Securities which shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to the
extent that payment of such interest is enforceable under applicable law,
on overdue installments of interest, at the same rate as the rate of
interest specified in the Securities to the date of such payment or
deposit) and (B) such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith, and (ii) any and
all Events of Default under the Indenture shall have been cured, waived or
otherwise remedied as provided herein, then, in every such case, the holders
of a majority in aggregate principal amount of the Securities then outstanding,
by written notice to the Company and to the Trustee, may rescind and annul
such declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or
shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason
or shall have been determined adversely to the Trustee, then and in every
such case the Company, the Trustee and the holders of the Securities shall
be restored respectively to their several positions and rights hereunder,
and all rights, remedies and powers of the Company, the Trustee and the
holders of the Securities shall continue as though no such proceeding had
been taken.

SECTION 5.02. Payment of Securities on Default; Suit Therefor.

The Company covenants that (a) in case default shall be made in
the payment of any installment of interest upon any of the Securities as
and when the same shall become due and payable, and such default shall
have continued for a period of 30 days, or (b) in case default shall be
made in the payment of the principal of or premium, if any, on any of the
Securities as and when the same shall have become due and payable, whether
at maturity of the Securities or upon redemption or by declaration or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Securities, the whole
amount that then shall have become due and payable on all such Securities
for principal and premium, if any, or interest, or both, as the case may
be, with interest upon the overdue principal and premium, if any, and (to
the extent that payment of such interest is enforceable under applicable
law and, if the Securities are held by BankBoston Capital Trust or a
trustee of such trust, without duplication of any other amounts paid by
BankBoston Capital Trust or trustee in respect thereof) upon the overdue
installments of interest at the rate borne by the Securities; and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including a reasonable compensation to
the Trustee, its agents, attorneys and counsel, and any expenses or
liabilities incurred by the Trustee hereunder other than through its negli-
gence or bad faith.

In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or
final decree, and may enforce any such judgment or final decree against
the Company or any other obligor on the Securities and
collect in the manner provided by law out of the property of the Company
or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or
for the reorganization of the Company or any other obligor on the
Securities under Title 11, United States Code, or any other applicable
law, or in case a receiver or trustee shall have been appointed for the
property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon
the Securities, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section 5.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Securities and,
in case of any judicial proceedings, to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee, except as a result of negligence or bad
faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities, or to the
creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the
holders of the Securities in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in
comparable proceedings, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized
by each of the Securityholders to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel,
and all other expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of negligence
or bad faith.

Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.

All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities, or the production thereof
on any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the holders of the Securities.

In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party) the Trustee shall be held
to represent all the holders of the Securities, and it shall not be
necessary to make any holders of the Securities parties to any such
proceedings.

SECTION 5.03. Application of Moneys Collected by Trustee.

Any moneys collected by the Trustee shall be applied in the
order following, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the Securities in
respect of which moneys have been collected, and stamping thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:

First: To the payment of costs and expenses of collection
applicable to the Securities and reasonable compensation to the Trustee,
its agents, attorneys and counsel, and of all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a
result of its negligence or bad faith;

Second: To the payment of all Senior Indebtedness of the
Company if and to the extent required by Article Fifteen;

Third: In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and
be unpaid, to the payment of the amounts then due and unpaid upon
Securities for principal of (and premium, if any) and interest on the
Securities, in respect of which or for the benefit of which money has been
collected, ratably, without preference of priority of any kind, according
to the amounts due on such Securities for principal (and premium, if any)
and interest, respectively; and

Fourth: To the Company.

SECTION 5.04. Proceedings by Securityholders.

No holder of any Security shall have any right by virtue of or
by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities specifying such Event
of Default, as hereinbefore provided, and unless also the holders of not
less than 25% in aggregate principal amount of the Securities then
outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such
action, suit or proceeding, it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every
other taker and holder and the Trustee, that no one or more holders of
Securities shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other holder of Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce
any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities.

Notwithstanding any other provisions in this Indenture, however,
the right of any holder of any Security to receive payment of the
principal of (premium, if any) and interest on such Security, on or after
the same shall have become due and payable, or to institute suit for the
enforcement of any such payment, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is
expressly understood, intended and covenanted by the taker and holder of
every Security with every other such taker and holder and the Trustee,
that no one or more holders of Securities shall have any right in any
manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any
other Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable
and common benefit of all holders of Securities. For the protection and
enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

The Company and the Trustee acknowledge that pursuant to the
Declaration, the holders of Capital Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to
commence a Direct Action with respect to any Event of Default under this
Indenture and the Securities.

SECTION 5.05. Proceedings by Trustee.

In case an Event of Default occurs with respect to Securities
and is continuing, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture
or by law.

SECTION 5.06. Remedies Cumulative and Continuing.

All powers and remedies given by this Article V to the Trustee
or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to
the Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with
respect to the Securities, and no delay or omission of the Trustee or of
any holder of any of the Securities to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver
of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V
or by law to the Trustee or to the Securityholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

SECTION 5.07. Direction of Proceedings and Waiver of Defaults
by Majority of Securityholders.

The holders of a majority in aggregate principal amount of the
Securities at the time outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on
the Trustee; provided, however, that (subject to the provisions of Section
-------- -------
6.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee shall determine that the action so directed would
be unjustly prejudicial to the holders not taking part in such direction or
if the Trustee being advised by counsel determines that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceedings so directed would involve the
Trustee in personal liability. Prior to any declaration accelerating the
maturity of the Securities, the holders of a majority in aggregate principal
amount of the Securities at the time outstanding may on behalf of the
holders of all of the Securities waive any past default or Event of Default
and its consequences except a default (a) in the payment of principal of or
premium, if any, or interest on any of the Securities or (b) in respect of
covenants or provisions hereof which cannot be modified or amended without
the consent of the holder of each Security affected; provided, however, that
-------- -------
Property if the Securities are held by Trustee, such waiver or modification
to such waiver shall not be effective until the holders of a majority in
aggregate liquidation amount of Trust Securities shall have consented to such
waiver or modification to such waiver; provided further, that if the
-------- -------
consent of the holder of each outstanding Security is required,
such waiver shall not be effective until each holder of the Trust
Securities shall have consented to such waiver. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the
Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by
this Section 5.07, said default or Event of Default shall for all purposes
of the Securities and this Indenture be deemed to have been cured and to be
not continuing.

SECTION 5.08. Notice of Defaults.

The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities mail to all Securityholders, as the
names and addresses of such holders appear upon the Security register,
notice of all defaults known to the Trustee, unless such defaults shall
have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 5.08 being hereby defined to be the events
specified in clauses (a), (b), (c), (d) and (e) of Section 5.01, not
including periods of grace, if any, provided for therein, and irrespective
of the giving of written notice specified in clause (c) of Section 5.01);
and provided that, except in the case of default in the payment of the
principal of or premium, if any, or interest on any of the Securities, the
Trustee shall be protected in withholding such notice if and so long as
the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the
Securityholders; and provided further, that in the case of any default of
the character specified in Section 5.01(c) no such notice to
Securityholders shall be given until at least 60 days after the occurrence
thereof but shall be given within 90 days after such occurrence.

SECTION 5.09. Undertaking to Pay Costs.

All parties to this Indenture agree, and each holder of any
Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in aggregate
principal amount of the Securities outstanding, or to any suit instituted
by any Securityholder for the enforcement of the payment of the principal
of (or premium, if any) or interest on any Security against the Company on
or after the same shall have become due and payable.

ARTICLE VI

CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee.

With respect to the holders of the Securities issued hereunder,
the Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, under-
takes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which
has not been cured or waived) the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that

(a) prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default which may
have occurred

(1) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except
for the performance of such duties and
obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to
the Trustee and conforming to the requirements of this
Indenture; but, in the case of any such certificates or
opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to
determine whether or not they conform to the requirements
of this Indenture;

(b) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Officers of the
Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith, in accordance
with the direction of the Securityholders pursuant to Section
5.07, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Indenture.

None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate indemnity against
such risk is not reasonably assured to it.

SECTION 6.02. Reliance on Documents, Opinions, etc.

Except as otherwise provided in Section 6.01:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
consent, order, bond, note, debenture or other paper or document
believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request, direction, order or demand of the Company
mentioned herein may be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be
evidenced to the Trustee by a copy thereof certified by the
Clerk or an Assistant Clerk of the Company;

(c) the Trustee may consult with counsel of its selection and
any advice or Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders,
pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it
by this Indenture; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon
the occurrence of an Event of Default (that has not been cured
or waived), to exercise such of the rights and powers vested
in it by this Indenture, and to use the same degree of care
and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own
affairs;

(f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, debenture, coupon or other
paper or document, unless requested in writing to
do so by the holders of a majority in aggregate principal
amount of the outstanding Securities; provided, however, that
if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee
may require reasonable indemnity against such expense or lia-
bility as a condition to so proceeding; and

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or
by or through agents (including any Authenticating Agent) or
attorneys, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any
such agent or attorney appointed by it with due care.

SECTION 6.03. No Responsibility for Recitals, etc.

The recitals contained herein and in the Securities (except in
the certificate of authentication of the Trustee or the Authenticating
Agent) shall be taken as the statements of the Company and the Trustee and
the Authenticating Agent assume no responsibility for the correctness of
the same. The Trustee and the Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of
the Securities. The Trustee and the Authenticating Agent shall not be
accountable for the use or application by the Company of any Securities or the
proceeds of any Securities authenticated and delivered by the Trustee or the
Authenticating Agent in conformity with the provisions of this Indenture.

SECTION 6.04. Trustee, Authenticating Agent, Paying Agents,
Transfer Agents or Registrar May Own Securities.

The Trustee or any Authenticating Agent or any paying agent or
any transfer agent or any Security registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not Trustee, Authenticating Agent,
paying agent, transfer agent or Security registrar.

SECTION 6.05. Moneys to be Held in Trust.

Subject to the provisions of Section 11.04, all moneys received
by the Trustee or any paying agent shall, until used or applied as herein
provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent required
by law. The Trustee and any paying agent shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed
in writing with the Company. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time upon the written order of the Company, signed by
the Chairman of the Board of Directors, the President or a Vice President
or the Treasurer or an Assistant Treasurer of the Company.

SECTION 6.06. Compensation and Expenses of Trustee.

The Company, as borrower, covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing between the Company and the
Trustee (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company
also covenants to indemnify each of the Trustee or any predecessor Trustee
(and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or bad faith on the part of the Trustee and
arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against
any claim of liability in the premises. The obligations of the Company under
this Section 6.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Securities
upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d) or
Section 5.01(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of
this Indenture.

SECTION 6.07. Officers' Certificate as Evidence.

Except as otherwise provided in Sections 6.01 and 6.02, whenever
in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or
established prior to taking or omitting any action hereunder, such matter
(unless other evidence in respect thereof is herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken or omitted by it under
the provisions of this Indenture upon the faith thereof.

SECTION 6.08. Conflicting Interest of Trustee.

If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

SECTION 6.09. Eligibility of Trustee.

The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of Columbia
or a corporation or other Person permitted to act as trustee by the
Commission authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000) and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.09 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.

The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company,
serve as Trustee.

In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall
resign immediately in the manner and with the effect specified in Section
6.10.

SECTION 6.10. Resignation or Removal of Trustee.

(a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice of such
resignation to the Company and by mailing notice thereof to the holders of
the Securities at their addresses as they shall appear on the Security
register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee or trustees by written instrument, in
duplicate,one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 60 days
after the mailing of such notice of resignation to the affected Security-
holders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide holder of a Security for at least
six months may, subject to the provisions of Section 5.09, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

(b) In case at any time any of the following shall occur --

(1) the Trustee shall fail to comply with the provisions
of Section 6.08 after written request therefor by the
Company or by any Securityholder who has been a bona fide
holder of a Security or Securities for at least six
months, or

(2) the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.09 and shall fail to resign
after written request therefor by the Company or by any
such Securityholder, or

(3) the Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee
and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 5.09, any
Securityholder who has been a bona fide holder of a
Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint
a successor trustee.

(c) The holders of a majority in aggregate principal amount of
the Securities at the time outstanding may at any time remove
the Trustee and nominate a successor trustee, which shall be
deemed appointed as successor trustee unless within 10 days
after such nomination the Company objects
thereto or if no successor trustee shall have been so appointed
and shall have accepted appointment within 30 days after such
removal, in which case the Trustee so removed or any Security-
holder, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.10 provided, may petition any
court of competent jurisdiction for an appointment
of a successor trustee.

(d) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of
this Section 6.10 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section
6.11.

SECTION 6.11. Acceptance by Successor Trustee.

Any successor trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Company and to its
predecessor trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the retiring trustee shall
become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if
originally named as trustee herein; but, nevertheless, on the written
request of the Company or of the successor trustee, the trustee ceasing to
act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 6.06, execute and deliver an instrument transferring
to such successor trustee all the rights and powers of the trustee so
ceasing to act and shall duly assign, transfer and deliver to such
successor trustee all property and money held by such retiring trustee
thereunder. Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a lien
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.06.

No successor trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor
trustee shall be qualified under the provisions of Section 6.08 and
eligible under the provisions of Section 6.09.

Upon acceptance of appointment by a successor trustee as
provided in this Section 6.11, the Company shall mail notice of the
succession of such trustee hereunder to the holders of Securities at their
addresses as they shall appear on the Security register. If the Company
fails to mail such notice within 10 days after the acceptance of appointment
by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

SECTION 6.12. Succession by Merger, etc.

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any Securities shall have been authen-
ticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated,any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall
have the full force which the Securities or this Indenture elsewhere provides
that the certificate of the Trustee shall have; provided, however,
that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 6.13. Limitation on Rights of Trustee as a Creditor.

The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent included therein.

SECTION 6.14. Authenticating Agents.

There may be one or more Authenticating Agents appointed by the
Trustee upon the request of the Company with power to act on its behalf
and subject to its direction in the authentication and delivery of
Securities issued upon exchange or transfer thereof as fully to all
intents and purposes as though any such Authenticating Agent had been
expressly authorized to authenticate and deliver Securities; provided,
that the Trustee shall have no liability to the Company for any acts or
omissions of the Authenticating Agent with respect to the authentication
and delivery of Securities. Any such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the
United States or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of at least $5,000,000 and being subject to
supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at
least annually pursuant to law or the requirements of such authority, then
for the purposes of this Section 6.14 the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner
and with the effect herein specified in this Section.

Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated,or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.14 without the execution or filing of any
paper or any further act on the part of the parties hereto or such
Authenticating Agent.

Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent
by giving written notice of termination to such Authenticating Agent and
to the Company. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time any Authenticating Agent shall cease
to be eligible under this Section 6.14, the Trustee may, and upon the
request of the Company shall, promptly appoint a successor Authenticating
Agent eligible under this Section 6.14, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to
all Securityholders as the names and addresses of such holders appear on
the Security Register. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect
as if originally named as Authenticating Agent herein.

The Company, as borrower, agrees to pay to any Authenticating
Agent from time to time reasonable compensation for its services. Any
Authenticating Agent shall have no responsibility or liability for any
action taken by it as such in accordance with the directions of the
Trustee.

ARTICLE VII

CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Action by Securityholders.

Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities may
take any action (including the making of any demand or request, the giving
of any notice, consent or waiver or the taking of any other action) the
fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or
(b) by the record of such holders of Securities voting in favor thereof at
any meeting of such Securityholders duly called and held in accordance with
the provisions of Article Eight, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of such Securityholders.

If the Company shall solicit from the Securityholders any
request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for the determination of
Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall
have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date
shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for
that purpose the Outstanding Securities shall be computed as of the record
date; provided, however, that no such authorization, agreement or consent
-------- -------
by such Securityholders on the record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

SECTION 7.02. Proof of Execution by Securityholders.

Subject to the provisions of Section 6.01, 6.02 and 8.05, proof
of the execution of any instrument by a Securityholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee. The ownership of Securities shall
be proved by the Security Register or by a certificate of the Security
registrar. The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

The record of any Securityholders' meeting shall be proved in
the manner provided in Section 8.06.

SECTION 7.03. Who Are Deemed Absolute Owners.

Prior to due presentment for registration of transfer of any
Security, the Company, the Trustee, any Authenticating Agent, any paying
agent, any transfer agent and any Security registrar may deem the person
in whose name such Security shall be registered upon the Security Register
to be, and may treat him as, the absolute owner of such Security (whether
or not such Security shall be overdue) for the purpose of receiving
payment of or on account of the principal of and premium, if any, and
interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any Authenticating Agent nor any paying agent
nor any transfer agent nor any Security registrar shall be affected by any
notice to the contrary. All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Security.

SECTION 7.04. Securities Owned by Company Deemed Not
Outstanding.

In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or
any other obligor on the Securities or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities which the Trustee actually knows are so owned
shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section
7.04 if the pledgee shall establish to the satisfaction of the Trustee the
pledgee's right to vote such Securities and that the pledgee is not the
Company or any such other obligor or person directly or indirectly
controlling or controlled by or under direct or indirect common control
with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

SECTION 7.05. Revocation of Consents; Future Holders Bound.

At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Security
specified in this Indenture in connection with such action, any holder of
a Security (or any Security issued in whole or in part in exchange or
substitution therefor) the serial number of which is shown by the evidence
to be included in the Securities the holders of which have consented to
such action may, by filing written notice with the Trustee at its
principal office and upon proof of holding as provided in Section 7.02,
revoke such action so far as concerns such Security (or so far as concerns
the principal amount represented by any exchanged or substituted Security).
Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all
future holders and owners of such Security, and of any Security issued in
exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon such Security or any Security issued
in exchange or substitution therefor.

ARTICLE VIII

SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings.

A meeting of Securityholders may be called at any time and from
time to time pursuant to the provisions of this Article Eight for any of
the following purposes:

(a) to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to
take any other action authorized to be taken by Securityholders
pursuant to any of the provisions of Article Five;

(b) to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article Six;

(c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02;
or

(d) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal
amount of such Securities under any other provision of this
Indenture or under applicable law.

SECTION 8.02. Call of Meetings by Trustee.

The Trustee may at any time call a meeting of Securityholders to
take any action specified in Section 8.01, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine. Notice of every meeting of the Securityholders,
setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be mailed to
holders of Securities at their addresses as they shall appear on the
Securities Register. Such notice shall be mailed not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

SECTION 8.03. Call of Meetings by Company or Securityholders.

In case at any time the Company pursuant to a resolution of the
Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Securities then outstanding, shall have
requested the Trustee to call a meeting of Securityholders, by written
request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or
such Securityholders may determine the time and the place in said Borough
of Manhattan for such meeting and may call such meeting to take any action
authorized in Section 8.01, by mailing notice thereof as provided in
Section 8.02.

SECTION 8.04. Qualifications for Voting.

To be entitled to vote at any meeting of Securityholders a
person shall (a) be a holder of one or more Securities or (b) a person
appointed by an instrument in writing as proxy by a holder of one or more
Securities. The only persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the persons entitled to
vote at such meeting and their counsel and any representatives of the
Trustee and its counsel and any representatives of the Company and its
counsel.

SECTION 8.05. Regulations.

Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Securityholders, in regard to proof of the holding of
Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and
such other matters concerning the conduct of the meeting as it shall think
fit.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Securityholders as provided in Section 8.03,
in which case the Company or the Securityholders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be
elected by majority vote of the meeting.

Subject to the provisions of Section 8.04, at any meeting each
holder of Securities or proxy therefor shall be entitled to one vote for
each $1,000 principal amount of Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities
held by him or instruments in writing as aforesaid duly designating him as
the person to vote on behalf of other Securityholders. Any meeting of
Securityholders duly called pursuant to the provisions of Section 8.02 or
8.03 may be adjourned from time to time by a majority of those present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

SECTION 8.06. Voting.

The vote upon any resolution submitted to any meeting of holders
of Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the
serial number or numbers of the Securities held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall
be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the meeting. The
holders of the Series A Capital Securities and the Series B Capital
Securities shall vote for all purposes as a single class.

Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

ARTICLE IX

AMENDMENTS

SECTION 9.01. Without Consent of Securityholders.

The Company and the Trustee may from time to time and at any
time amend the Indenture, without the consent of the Securityholders, for
one or more of the following purposes:

(a) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by
the successor corporation of the covenants, agreements and
obligations of the Company pursuant to Article Ten hereof;

(b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the
Securityholders as the Board of Directors and the Trustee shall
consider to be for the protection of the Securityholders,
and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants,
restrictions or conditions a default or an Event of Default
permitting the enforcement of all or any of the remedies
provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant,
restriction or condition such amendment may provide
for a particular period of grace after default (which period
may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee
upon such default;

(c) to provide for the issuance under this Indenture of
Securities in coupon form (including Securities registrable as
to principal only) and to provide for exchangeability of such
Securities with the Securities issued hereunder in fully
registered form and to make all appropriate changes for such
purpose;

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make
such other provisions in regard to matters or questions
arising under this Indenture; provided that any such
action shall not materially adversely affect the interests of
the holders of the Securities;

(e) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities;

(f) to make provision for transfer procedures, certification,
book-entry provisions, the form of restricted securities
legends, if any, to be placed on Securities, and all other
matters required pursuant to Section 2.07 or otherwise
necessary, desirable or appropriate in connection with the
issuance of Securities to holders of Capital Securities in the
event of a distribution of Securities by BankBoston Capital
Trust following a Dissolution Event;

(g) to qualify or maintain qualification of this Indenture
under the Trust Indenture Act; or

(h) to make any change that does not adversely affect the
rights of any Securityholder in any material respect.

The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture to effect such amendment, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Any amendment to the Indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee without
the consent of the holders of any of the Securities at the time
outstanding, notwithstanding any of the provisions of Section 9.02.

SECTION 9.02. With Consent of Securityholders.

With the consent (evidenced as provided in Section 7.01) of the
holders of a majority in aggregate principal amount of the Securities at
the time outstanding, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time amend the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the holders of the Securities; provided, however,
that no such amendment shall without the consent of the holders of each
Security then outstanding and affected thereby (i) extend the Maturity
Date of any Security, or reduce the rate or extend the time of payment of
interest thereon (except as contemplated by Article Sixteen), or reduce
the principal amount thereof, or reduce any amount payable on redemption
thereof, or make the principal thereof or any interest or premium thereon
payable in any coin or currency other than that provided in the Securities,
or impair or affect the right of any Securityholder to institute
suit for payment thereof, or (ii) reduce the aforesaid percentage of
Securities the holders of which are required to consent to any such amendment
to the Indenture, provided, however, that if the Securities are held
-------- -------
by BankBoston Capital Trust, such amendment shall not be effective until the
holders of a majority in liquidation amount of Trust Securities shall have
consented to such amendment; provided, further, that if the consent of the
-------- -------
holder of each outstanding Security is required, such amendment
shall not be effective until each holder of the Trust Securities shall
have consented to such amendment.

Upon the request of the Company accompanied by a copy of a
resolution of the Board of Directors certified by its Clerk or Assistant
Clerk authorizing the execution of any supplemental indenture affecting
such amendment, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture. The Trustee may receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to,
the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice,
prepared by the Company, setting forth in general terms the substance of
such supplemental indenture, to the Securityholders as their names and
addresses appear upon the Security Register. Any failure of the Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

It shall not be necessary for the consent of the Securityholders
under this Section 9.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.

Any supplemental indenture executed pursuant to the provisions
of this Article Nine shall comply with the Trust Indenture Act. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article Nine, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company and the holders of Securities shall thereafter be
determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.

SECTION 9.04. Notation on Securities.

Securities authenticated and delivered after the execution of
any supplemental indenture affecting such series pursuant to the
provisions of this Article Nine may bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture.
If the Company or the Trustee shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Securities then outstanding.

SECTION 9.05. Evidence of Compliance of Supplemental
Indenture to be Furnished Trustee.

The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article Nine.

ARTICLE X

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01. Company May Consolidate, etc., on Certain Terms.

Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any
other Person (whether or not affiliated with the Company, as the case may
be), or successive consolidations or mergers in which the Company, as the
case may be, or its successor or successors shall be a party or parties,
or shall prevent any sale, conveyance, transfer or lease of the property
of the Company, as the case may be, or its successor or successors as an
entirety, or substantially as an entirety, to any other Person (whether or
not affiliated with the Company, as the case may be, or its successor or
successors) authorized to acquire and operate the same; provided, that (a)
--------
the Company is the surviving Person, or the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to which
such sale, conveyance, transfer or lease of property is made is a Person
organized and existing under the laws of the United States or any State
thereof or the District of Columbia, and (b) upon any such consolidation,
merger, sale, conveyance, transfer or lease, the due and punctual payment of
the principal of (and premium, if any) and interest on the Securities
according to their tenor and the due and punctual performance and observance
of all the covenants and conditions of this Indenture to be kept or
performed by the Company shall be expressly assumed, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act,
as then in effect) satisfactory in form to the Trustee executed and
delivered to the Trustee by the Person formed by such consolidation, or into
which the Company, as the case may be, shall have been merged, or by the
Person which shall have ac- quired such property, and (c) after giving
effect to such consolidation, merger, sale, conveyance, transfer or lease,
no Default or Event of Default shall have occurred and be continuing.

SECTION 10.02. Successor Corporation to be Substituted for Company.

In case of any such consolidation, merger, conveyance or
transfer and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of
the principal of and premium, if any, and interest on all of the
Securities and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed or observed
by the Company, such successor Person shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as
the party of the first part, and the Company thereupon shall be relieved
of any further liability or obligation hereunder or upon the Securities.
Such successor Person thereupon may cause to be signed, and may issue
either in its own name or in the name of Bank of Boston Corporation, any
or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee or the Authenticating Agent shall
authenticate and deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee or the
Authenticating Agent for authentication, and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee or the Authenticating Agent for that purpose. All the Securities
so issued shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such
Indentures had been issued at the date of the execution hereof.

SECTION 10.03. Opinion of Counsel to be Given Trustee.

The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale, conveyance, transfer or lease, and any
assumption, permitted or required by the terms of this Article Ten
complies with the provisions of this Article Ten.

ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. Discharge of Indenture.

When (a) the Company shall deliver to the Trustee for
cancellation all Securities theretofore authenticated (other than any
Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.08) and not
theretofore cancelled, or (b) all the Securities not theretofore cancelled
or delivered to the Trustee for cancellation shall have become due and pay-
able, or are by their terms to become due and payable within one year
or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and
the Company shall deposit with the Trustee, in trust, funds sufficient to
pay on the Maturity Date or upon redemption all of the Securities (other
than any Securities which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.08) not
theretofore cancelled or delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to become due
to the Maturity Date or redemption date, as the case may be, but
excluding, however, the amount of any moneys for the payment of principal
of or premium, if any, or interest on the Securities (1) theretofore
repaid to the Company in accordance with the provisions of Section 11.04,
or (2) paid to any State or to the District of Columbia pursuant to its
unclaimed property or similar laws, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except
for the provisions of Sections 2.02, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06,
6.10 and 11.04 hereof shall survive until such Securities shall mature and
be paid. Thereafter, Sections 6.10 and 11.04 shall survive, and the Trustee,
on demand of the Company accompanied by any Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture, the Company, however, hereby agreeing to reim-
burse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.

SECTION 11.02. Deposited Moneys and U.S. Government Obligations
to be Held in Trust by Trustee.

Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the payment,
either directly or through any paying agent (including the Company if
acting as its own paying agent), to the holders of the particular
Securities for the payment of which such moneys or U.S. Government
Obligations have been deposited with the Trustee, of all sums due and to
become due thereon for principal, premium, if any, and interest.

The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 11.05 or the principal and
interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the
holders of outstanding Securities.

SECTION 11.03. Paying Agent to Repay Moneys Held.

Upon the satisfaction and discharge of this Indenture all moneys
then held by any paying agent of the Securities (other than the Trustee)
shall, upon written demand of the Company, be repaid to it or paid to the
Trustee, and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

SECTION 11.04. Return of Unclaimed Moneys.

Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of or premium, if any, or interest on
Securities and not applied but remaining unclaimed by the holders of
Securities for two years after the date upon which the principal of or
premium, if any, or interest on such Securities, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee
or such paying agent on written demand; and the holder of any of the
Securities shall thereafter look only to the Company for any payment which
such holder may be entitled to collect and all liability of the Trustee or
such paying agent with respect to such moneys shall thereupon cease.

SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S.

Government Obligations.

The Company shall be deemed to have been Discharged (as defined
below) from its respective obligations with respect to the Securities on
the 91st day after the applicable conditions set forth below have been
satisfied with respect to the Securities at any time after the applicable
conditions set forth below have been satisfied:

(1) The Company shall have deposited or caused to be deposited
irrevocably with the Trustee or the Defeasance Agent (as defined below) as
trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the holders of the Securities (i) money in an
amount, or (ii) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment,
money in an amount, or (iii) a combination of (i) and (ii), sufficient, in
the opinion (with respect to (ii) and (iii))of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee and the Defeasance Agent, if any, to pay
and discharge each installment of principal of and interest
and premium, if any, on the outstanding Securities on the dates such
installments of principal, interest or premium are due;

(2) if the Securities are then listed on any national securities
exchange, the Company shall have delivered to the Trustee and the
Defeasance Agent, if any, an Opinion of Counsel to the effect that the
exercise of the option under this Section 11.05 would not cause such
Securities to be delisted from such exchange;

(3) no Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit; and

(4) the Company shall have delivered to the Trustee and the
Defeasance Agent, if any, an Opinion of Counsel to the effect that holders
of the Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of the exercise of the option under
this Section 11.05 and will be subject to United States federal income
tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised, and
such opinion shall be accompanied by a private letter ruling to that
effect received from the United States Internal Revenue Service or a
revenue ruling pertaining to a comparable form of transaction to that
effect published by the United States Internal Revenue Service.

"Discharged" means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations
under, the Securities and to have satisfied all the obligations under this
Indenture relating to the Securities (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same),
except (A) the rights of holders of Securities to receive, from the trust
fund described in clause (1) above, payment of the principal of and the
interest and premium, if any, on the Securities when such payments are
due; (B) the Company's obligations with respect to the Securities under
Sections 2.07, 2.08, 5.02 and 11.04; and (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder.

"Defeasance Agent" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the
obligations of the Trustee necessary to enable the Trustee to act
hereunder. In the event such a Defeasance Agent is appointed pursuant to
this Section, the following conditions shall apply:

(1) The Trustee shall have approval rights over the document
appointing such Defeasance Agent and the document setting
forth such Defeasance Agent's rights and responsibilities;

(2) The Defeasance Agent shall provide verification to the
Trustee acknowledging receipt of sufficient money and/or U. S.
Government Obligations to meet the applicable conditions set
forth in this Section 11.05.

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01. Indenture and Securities Solely Corporate
Obligations.

No recourse for the payment of the principal of or premium, if
any, or interest on any Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture, or in
any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any
successor Person to the Company, either directly or through the Company or
any successor Person to the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and
as a consideration for, the execution of this Indenture and the issue of
the Securities.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors.

All the covenants, stipulations, promises and agreements in this
Indenture contained by the Company shall bind its successors and assigns
whether so expressed or not.

SECTION 13.02. Official Acts by Successor Corporation.

Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force
and effect by the like board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

SECTION 13.03. Surrender of Company Powers.

The Company by instrument in writing executed by authority of
2/3 (two-thirds) of its Board of Directors and delivered to the Trustee
may surrender any of the powers reserved to the Company, and thereupon
such power so surrendered shall terminate both as to the Company, as the
case may be, and as to any successor Person.

SECTION 13.04. Addresses for Notices, etc.

Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the
holders of Securities on the Company may be given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with
the Trustee for the purpose) to the Company, 100 Federal Street, MA BOS
01-25-01, Boston, Massachusetts 02110, Attention: General Counsel. Any
notice, direction, request or demand by any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the office of the Trustee, addressed
to the Trustee, 101 Barclay Street, 21 West, New York, New York
10286, Attention: Corporate Trust Trustee Administration.

SECTION 13.05. Governing Law.

This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the laws of
said State, without regard to conflicts of laws principles thereof.

SECTION 13.06. Evidence of Compliance with Conditions Precedent.

Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that in the
opinion of the signers all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a statement that
the person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that,
in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

SECTION 13.07. Business Days.

In any case where the date of payment of principal of or
premium, if any, or interest on the Securities will not be a Business Day,
the payment of such principal of or premium, if any, or interest on the
Securities need not be made on such date but may be made on the next suc-
ceeding Business Day, with the same force and effect as if made on the
date of payment and no interest shall accrue for the period from and after
such date.

SECTION 13.08. Trust Indenture Act to Control.

If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such
required provision shall control.

SECTION 13.09. Table of Contents, Headings, etc.

The table of contents and the titles and headings of the
articles and sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no
way modify or restrict any of the terms or provisions hereof.

SECTION 13.10. Execution in Counterparts.

This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

SECTION 13.11. Separability.

In case any one or more of the provisions contained in this
Indenture or in the Securities shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or
of the Securities, but this Indenture and the Securities shall be construed
as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.

SECTION 13.12. Assignment.

The Company will have the right at all times to assign any of
its respective rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company, provided that, in the
--------
event of any such assignment, the Company, as the case may be, will remain
liable for all such obligations. Subject to the foregoing, the Indenture is
binding upon and inures to the benefit of the parties thereto and their
respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.

SECTION 13.13. Acknowledgement of Rights.

The Company acknowledges that, with respect to any Securities
held by BankBoston Capital Trust or a trustee of such trust, if the
Property Trustee of such Trust fails to enforce its rights under this
Indenture as the holder of the Securities held as the assets of BankBoston
Capital Trust any holder of Capital Securities may institute legal proceed-
ings directly against the Company to enforce such Property
Trustee's rights under this Indenture without first instituting any legal
proceedings against such Property Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to
pay principal of or premium, if any, or interest on the Securities when
due, the Company acknowledges that a holder of Capital Securities may di-
rectly institute a proceeding for enforcement of payment to such holder of
the principal of or premium, if any, or interest on the Securities having
a principal amount equal to the aggregate liquidation amount of the Capital
Securities of such holder on or after the respective due date specified in
the Securities.

ARTICLE XIV

REDEMPTION OF SECURITIES -- MANDATORY AND
OPTIONAL SINKING FUND

SECTION 14.01. Special Event Redemption.

If a Special Event has occurred and is continuing then,
notwithstanding Section 14.02(a) but subject to Section 14.02(c), the
Company shall have the right, upon not (i) not less than 45 days written
notice to the Trustee and (ii) not less than 30 days nor more than 60 days
written notice to the Securityholders, to redeem the Securities, in whole
(but not in part), within 90 days following the occurrence of such Special
Event at the Special Event Redemption Price. Following a Special Event,
the Company shall take such action as is necessary to
promptly determine the Special Event Redemption Price, including without
limitation the appointment by the Company of a Quotation Agent. The
Special Event Redemption Price shall be paid prior to 12:00 noon, New York
time, on the date of such redemption or such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an
--------
amount sufficient to pay the Special Event Redemption Price by 10:00 a.m.,
New York time, on the date such Special Event Prepayment Price is to be paid.

SECTION 14.02. Optional Redemption by Company.

(a) Subject to the provisions of this Article Fourteen, the Com-
pany shall have the right to redeem the Securities, in whole or in
part, from time to time, on or after December 15, 2006, at the optional
redemption prices set forth below (expressed as percentages of principal)
plus accrued and unpaid interest thereon (including Additional Interest
and Compounded Interest, if any) to the applicable date of redemption (the
"Optional Redemption Price") if redeemed during the 12-month period beginning
December 15 of the years indicated below.

Year Percentage
---- ----------
2006 103.875%
2007 103.488%
2008 103.100%
2009 102.713%
2010 102.325%
2011 101.938%
2012 101.550%
2013 101.163%
2014 100.775%
2015 100.388%
2016 and thereafter 100.000%
-------

If the Securities are only partially redeemed pursuant to this
Section 14.02, the Securities will be redeemed pro rata or by lot or by
--- ----
any other method utilized by the Trustee; provided, that if at the time of
--------
redemption the Securities are registered as a Global Security, the
Depositary shall determine, in accordance with its procedures, the
principal amount of such Securities held by each holder of a Security to be
redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon,
New York time, on the date of such redemption or at such earlier time as the
Company determines, provided that the Company shall deposit with the
--------
Trustee an amount sufficient to pay the Optional Redemption Price by 10:00
a.m., New York time, on the date such Optional Redemption Price is to be
paid.

(b) Notwithstanding the first sentence of Section 14.02, upon
the entry of an order for dissolution of the BankBoston Capital Trust by a
court of competent jurisdiction, thereafter will be subject to option
redemption, in whole only, but not in part, on or after December 15, 2006,
at the optional redemption prices set forth in Section 14.02 and otherwise in
accordance with this Article Fourteen.

(c) Any redemption of Securities pursuant to Section 14.01 or
Section 14.02 shall be subject to the Company obtaining the prior approval
of the Federal Reserve, if such approval is then required under applicable
capital guidelines or policies of the Federal Reserve.

SECTION 14.03. No Sinking Fund.

The Securities are not entitled to the benefit of any sinking
fund.

SECTION 14.04. Notice of Redemption; Selection of Securities.

In case the Company shall desire to exercise the right to redeem
all, or, as the case may be, any part of the Securities in accordance with
their terms, it shall fix a date for redemption and shall mail a notice of
such redemption at least 30 and not more than 60 days prior to the date
fixed for redemption to the holders of Securities so to be redeemed as a
whole or in part at their last addresses as the same appear on the
Security Register. Such mailing shall be by first class mail. The notice
if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice
to the holder of any Security designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption
of any other Security.

Each such notice of redemption shall specify the CUSIP number of
the Securities to be redeemed, the date fixed for redemption, the redemption
price at which the Securities are to be redeemed (or the method by
which such redemption price is to be calculated), the place or places of
payment that payment will be made upon presentation and surrender of the
Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue.
If less than all the Securities are to be redeemed the notice of redemption
shall specify the numbers of the Securities to be redeemed. In case
any Security is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities in principal
amount equal to the unredeemed portion thereof will be issued.

On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with
the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the redemption date all the Securities so called for redemption
at the appropriate Redemption Price, together with accrued interest to the
date fixed for redemption.

The Company will give the Trustee notice not less than 45 days
prior to the redemption date as to the aggregate principal amount of
Securities to be redeemed and the Trustee shall select, in such manner as
in its sole discretion it shall deem appropriate and fair, the Securities
or portions thereof (in integral multiples of $1,000, except as otherwise
set forth in the applicable form of Security) to be redeemed.

SECTION 14.05. Payment of Securities Called for Redemption.

If notice of redemption has been given as provided in Section
14.04, the Securities or portions of Securities with respect to which such
notice has been given shall become due and payable on the date and at the
place or places stated in such notice at the applicable Redemption Price,
together with interest accrued to the date fixed for redemption (subject
to the rights of holders of Securities on the close of business on a
regular record date in respect of an Interest Payment Date occurring on or
prior to the redemption date), and on and after said date (unless the
Company shall default in the payment of such Securities at the Redemption
Price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease
to accrue. On presentation and surrender of such Securities at a place of
payment specified in said notice, the said Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
Redemption Price, together with interest accrued thereon to the date
fixed for redemption (subject to the rights of holders of Securities on
the close of business on a regular record date in respect of an Interest
Payment Date occurring on or prior to the redemption date).

Upon presentation of any Security redeemed in part only, the
Company shall execute and the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the
Company, a new Security or Securities of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so pre-
sented.

ARTICLE XV

SUBORDINATION OF SECURITIES

SECTION 15.01. Agreement to Subordinate.

The Company covenants and agrees, and each holder of Securities
issued hereunder likewise covenants and agrees, that the Securities shall be
issued subject to the provisions of this Article Fifteen; and each holder
of a Security, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.

The payment by the Company of the principal of and premium, if
any, and interest on all Securities issued hereunder shall, to the extent
and in the manner hereinafter set forth, be subordinated and junior in
right of payment to the prior payment in full of all Allocable Amounts
with respect to Senior Indebtedness, whether outstanding at the date of
this Indenture or thereafter incurred.

No provision of this Article Fifteen shall prevent the occurrence
of any Default or Event of Default hereunder.

SECTION 15.02. Default on Senior Indebtedness.

In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other
payment due on any Senior Indebtedness, or in the event that the maturity
of any Senior Indebtedness has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect
to the principal (including redemption payments) of or premium, if any, or
interest on the Securities.

In the event of the acceleration of the maturity of the
Securities, then no payment shall be made by the Company with respect to
the principal (including redemption payments) of or premium, if any, or
interest on the Securities until the holders of all Senior Indebtedness
outstanding at the time of such acceleration shall receive payment in full
of all Allocable Amounts due in respect of such Senior Indebtedness (includ-
ing any amounts due upon acceleration).

In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness or their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests
may appear, but only to the extent of the Allocable Amounts in respect of
such Senior Indebtedness and only to the extent that the holders of the
Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing, within 90 days of such payment, of
the Allocable Amounts then due and owing on such Senior Indebtedness and
only the Allocable Amounts specified in such notice to the Trustee shall
be paid to the holders of such Senior Indebtedness.

SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding-up or liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all Allocable
Amounts due upon all Senior Indebtedness of the Company shall first be
paid in full, or payment thereof provided for in money in accordance with
its terms, before any payment is made by the Company on account of the
principal (and premium, if any) or interest on the Securities; and upon
any such dissolution or winding-up or liquidation or reorganization, any
payment by the Company, or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article Fifteen, shall be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by
the Securityholders or by the Trustee under the Indenture if received by
them or it, directly to the holders of Senior Indebtedness of the Company
(pro rata to such holders on the basis of the respective Allocable Amounts
--- ----
of Senior Indebtedness held by such holders, as calculated by the Company)
or their representative or representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear,
to the extent necessary to pay all Allocable Amounts in respect of such
Senior Indebtedness in full, in money or money's worth, after giving effect
to any concurrent payment or distribution to or for the holders of such
Senior Indebtedness, before any payment or distribution is made to the
Securityholders or to the Trustee.

In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee before all Allocable Amounts in respect of Senior
Indebtedness is paid in full, or provision is made for such payment in
money in accordance with its terms, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Indebtedness may
have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Allocable Amounts in
respect of such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution
to or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article Fifteen, the words "cash, property
or securities" shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment,
the payment of which is subordinated at least to the extent provided
in this Article Fifteen with respect to the Securities to the payment of
Senior Indebtedness that may at the time be outstanding, provided that (i)
such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the
rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following
the sale, conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article Ten of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of
this Section 15.03 if such other Person shall, as a part of such consoli-
dation, merger, sale, conveyance, transfer or lease, comply with the condi-
tions stated in Article Ten of this Indenture. Nothing in Section
15.02 or in this Section 15.03 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.05 of this Indenture.

SECTION 15.04. Subrogation.

Subject to the payment in full of all Allocable Amounts in
respect of Senior Indebtedness, the rights of the Securityholders shall be
subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the
Company, as the case may be, applicable to such Senior Indebtedness until
the principal of (and premium, if any) and interest on the Securities
shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of
any cash, property or securities to which the Securityholders or the
Trustee would be entitled except for the provisions of this Article
Fifteen, and no payment over pursuant to the provisions of this Article
Fifteen to or for the benefit of the holders of such Senior Indebtedness
by Securityholders or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness of the Company, and
the holders of the Securities, be deemed to be a payment by the Company to
or on account of such Senior Indebtedness. It is understood that the
provisions of this Article Fifteen are and are intended solely for the
purposes of defining the relative rights of the holders of the Securities,
on the one hand, and the holders of such Senior Indebtedness on the other
hand.

Nothing contained in this Article Fifteen or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness of
the Company, and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of
the holders of the Securities and creditors of the Company, as the case may
be, other than the holders of Senior Indebtedness of the Company, as the
case may be, nor shall anything herein or therein prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under the Indenture, subject to the rights, if
any, under this Article Fifteen of the holders of such Senior Indebtedness
in respect of cash, property or securities of the Company, as the case may
be, received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article Fifteen, the Trustee, subject to the
provisions of Article Six of this Indenture, and the Securityholders shall
be entitled to conclusively rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidation trustee, agent or other
Person making such payment or distribution, delivered to the Trustee or to
the Securityholders, for the purposes of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount
thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fifteen.

SECTION 15.05. Trustee to Effectuate Subordination.

Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take
such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fifteen and appoints the Trustee
such Securityholder's attorney-in-fact for any and all such purposes.

SECTION 15.06. Notice by the Company.

The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Fifteen.
Notwithstanding the provisions of this Article Fifteen or any other
provision of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Fifteen, unless and until a Responsible Officer
of the Trustee shall have received written notice thereof from the Company
or a holder or holders of Senior Indebtedness or from any trustee therefor;
and before the receipt of any such written notice, the Trustee, subject to
the provisions of Article Six of this Indenture, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
-------- -------
Trustee shall not have received the notice provided for in this Section
15.06 at least two Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest
on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may
be received by it within two Business Days prior to such date.

The Trustee, subject to the provisions of Article Six of this
Indenture, shall be entitled to conclusively rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company, as the case may be (or a trustee on behalf of
such holder), to establish that such notice has been given by a holder of
such Senior Indebtedness or a trustee on behalf of any such holder or hold-
ers. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Fifteen, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment
or distribution and any other facts pertinent to the rights of such Person
under this Article Fifteen, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.

Upon any payment or distribution of assets of the Company
referred to in this Article Fifteen, the Trustee and the Securityholders
shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Securityholders, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to
this Article Fifteen.

SECTION 15.07. Rights of the Trustee; Holders of Senior
Indebtedness.

The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article Fifteen in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article
Fifteen, and no implied covenants or obligations with respect to the
holders of such Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of such Senior Indebtedness and, subject to the provi-
sions of Article Six of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company or any other Person money or assets to which
any holder of such Senior Indebtedness shall be entitled by virtue of this
Article Fifteen or otherwise.

Nothing in this Article Fifteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

SECTION 15.08. Subordination May Not Be Impaired.

No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company, as the case may be, or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at any
time and from time to time, without the consent of or notice to the
Trustee or the Securityholders, without incurring responsibility to the
Securityholders and without impairing or releasing the subordination
provided in this Article Fifteen or the obligations hereunder of the
holders of the Securities to the holders of such Senior Indebtedness, do
any one or more of the following: (i) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such
Senior Indebtedness or any instrument evidencing the same
or any agreement under which such Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebted-
ness; and (iv) exercise or refrain from exercising any rights
against the Company, as the case may be, and any other Person.

ARTICLE XVI

EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 16.01. Extension of Interest Payment Period.

So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time and from time to time during
the term of the Securities, to defer payments of interest by extending the
interest payment period of such Securities for a period not exceeding 10
consecutive semi-annual periods, including the first such semi-annual
period during such extension period (the "Extended Interest Payment Period"),
during which Extended Interest Payment Period no interest shall be
due and payable; provided that no Extended Interest Payment Period may
-------- ----
extend beyond the Maturity Date. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of
the interest payment period pursuant to this Section 16.01, will bear
interest thereon at the Coupon Rate compounded semi-annually for each
semi-annual period of the Extended Interest Payment Period ("Compounded
Interest"). At the end of the Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid on the Securities, including any
Additional Interest and Compounded Interest (together, "Deferred Interest")
that shall be payable to the holders of the Securities in whose names the
Securities are registered in the Security Register on the first record date
after the end of the Extended Interest Payment Period. Before the
termination of any Extended Interest Payment Period, the Company may further
defer payments of interest by further extending such period, provided that
--------
such period, together with all such previous and further extensions within
such Extended Interest Payment Period, shall not exceed 10 consecutive
semi-annual periods, including the first such semi-annual period during
such Extended Interest Payment Period, or extend beyond the Maturity Date of
the Securities. Upon the termination of any Extended Interest Payment
Period and the payment of all Deferred Interest then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof, but the Company may
prepay at any time all or any portion of the interest accrued during an
Extended Interest Payment Period.

SECTION 16.02. Notice of Extension.

(a) If the Property Trustee is the only registered holder of
the Securities at the time the Company selects an Extended Interest
Payment Period, the Company shall give written notice to the
Administrative Trustees, the Property Trustee and the Trustee of its selec-
tion of such Extended Interest Payment Period five Business Days
before the earlier of (i) the next succeeding date on which distributions
on the Trust Securities issued by BankBoston Capital Trust are payable, or
(ii) the date the Trust is required to give notice of the record date, or
the date such Distributions are payable, to any national securities
exchange or to holders of the Capital Securities issued by the Trust, but
in any event at least five Business Days before such record date.

(b) If the Property Trustee is not the only holder of the
Securities at the time the Company selects an Extended Interest Payment
Period, the Company shall give the holders of the Securities and the
Trustee written notice of its selection of such Extended Interest Payment
Period at least 10 Business Days before the earlier of (i) the next suc-
ceeding Interest Payment Date, or (ii) the date the Company is required to
give notice of the record or payment date of such interest payment to any
national securities exchange.

(c) The semi-annual period in which any notice is given pursuant
to paragraphs (a) or (b) of this Section 16.02 shall be counted as
one of the 10 semi-annual periods permitted in the maximum Extended
Interest Payment Period permitted under Section 16.01.

The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.

BANK OF BOSTON CORPORATION

By _______________________________
Name: Kathleen M. McGillycuddy
Title: Group Director, Asset/
Liability Management

THE BANK OF NEW YORK,
as Property Trustee

By ____________________________
Name:
Title:

EXHIBIT A
---------

(FORM OF FACE OF SECURITY)

(IF THE SECURITY IS A GLOBAL SECURITY, INSERT: - THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF
A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR in SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO.OR TO SUCH OTHER ENTITY AS IS
ERQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN
AS MUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.)

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER
OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE CORPORATION PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO THE CORPORATION, AND (ii) PURSUANT TO CLAUSE
(E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
REVERSE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE
COMPANY. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE.]

No. CUSIP No. ______________

BANK OF BOSTON CORPORATION

73/4% SERIES____JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
DUE DECEMBER 15, 2026

Bank of Boston Corporation, a Massachusetts corporation (the "Com-
pany", which term includes any successor Person under the Indenture hereinaf-
ter referred to), for value received, hereby promises to pay to
______________ or registered assigns, the principal sum of _____________ Dol-
lars on December 15, 2026 (the "Maturity Date"), unless previously redeemed,
and to pay interest on the outstanding principal amount hereof from December
10, 1996, or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided
for, semi-annually (subject to deferral as set forth herein) in arrears on
June 15 and December 15 of each year, commencing June 15, 1997, at the rate
of 73/4% per annum until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the same rate
per annum compounded semi-annually. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months and, for any period less than a full calendar month, the
number of days elapsed in such month. In the event that any date on which
the principal of (or premium, if any) or interest on this Security is payable
is not a Business Day, then payment payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if
made on such date.

The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the person in whose name this Security (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest installment,
which shall be the first day of the month in which the relevant interest
payment date falls. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the holders on such
regular record date and may be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment
of such defaulted interest, notice whereof shall be given to the holders of
Securities not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner not inconsistent with the re-
quirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.
\
The principal of (and premium, if any) and interest on this
Security shall be payable at the office or agency of the Trustee maintained
for that purpose in any coin or currency of the United States of America
that at the time of payment is legal tender for payment of public and
private debts; provided, however, that, payment of interest may be made at
-------- -------
the option of the Company by (i) check mailed to the holder at such address
as shall appear in the Security Register or (ii) by transfer to an account
maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date.
Notwithstanding the foregoing, so long as the Holder of this Security is the
Property Trustee, the payment of the principal of (and premium, if any) and
interest on this Security will be made at such place and to such account as
may be designated by the Property Trustee.

The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Allocable Amounts in respect of Senior Indebted-
ness, and this Security is issued subject to the provisions of the Indenture
with respect thereto. Each holder of this Security, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter incurred, and waives reliance by each
such holder upon said provisions.

This Security shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed
by or on behalf of the Trustee.

The provisions of this Security are continued on the reverse side
hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

BANK OF BOSTON CORPORATION

By: ____________________________
Name:
Title

Attest:

By: _______________________
Name:
Title:

(FORM OF CERTIFICATE OF AUTHENTICATION)

CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned
Indenture.

Dated ______________

The Bank of New York,
as Trustee

By____________________
Authorized Signatory

(FORM OF REVERSE OF SECURITY)

This Security is one of the Securities of the Company (herein
sometimes referred to as the "Securities"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of
December 10, 1996 (the "Indenture"), duly executed and delivered between the
Company and The Bank of New York, as Trustee (the "Trustee"), to which Inden-
ture reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Securities.

Upon the occurrence and continuation of a Special Event, the
Company shall have the right to redeem this Security in whole (but not in
part) at the Special Event Redemption Price. "Special Event Redemption
Price" shall mean, with respect to any redemption of the Securities following
a Special Event, an amount in cash equal to the greater of (i) 100% of the
principal amount to be redeemed or (ii) the sum, as determined by a Quotation
Agent, of the present values of the remaining scheduled payments of princi-
pal, premium and interest thereon discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus, in each case, any accrued and
unpaid interest thereon, including Compounded Interest and Additional Inter-
est, if any, to the date of such redemption.

In addition, the Company shall have the right to redeem this Secur-
ity, in whole or in part, at any time on or after December 15, 2006 (an "Op-
tional Redemption"), at the Optional Redemption Price as set forth below
(expressed as percentages of principal to be redeemed) plus accrued and
unpaid interest thereon (including Additional Interest and Compounded
Interest, if any) to the applicable date of redemption if redeemed during the
12-month period beginning December 15 of the years indicated below.

The Optional Redemption Price or the Special Event Re-demption
Price, as the case requires, shall be paid prior to 12:00 noon, New York
time, on the date of such redemption or at such earlier time as the Company
determines, provided, that the Company shall deposit
with the Trustee an amount sufficient to pay the applicable Redemption Price
by 10:00 a.m., New York City time, on the date such Redemption Price is to
be paid. Any redemption pursuant to this paragraph will be made upon not
less than 30 days nor more than 60 days notice. If the Securities are only
partially redeemed by the Company pursuant to an Optional Redemption, the
Securities will be redeemed pro rata or by lot or by any other method
--- ----
utilized by the Trustee;provided that if, at the time of redemption,the Securi-
--------
ties are registered as a Global Security, the Depositary shall determine the
particular Securities to be redeemed in accordance with its procedures.

In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in
the name of the holder hereof upon the cancellation hereof.

Notwithstanding the foregoing, any redemption of Securities by the
Company shall be subject to the prior approval of the Board of Governors of
the Federal Reserve System (the "Federal Reserve"), if such approval is then
required under capital guidelines or policies of the Federal Reserve.

In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Securities may
be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate
principal amount of the Securities at the time outstanding, as defined in
the Indenture, to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the rights of the
holders of the Securities; provided, however, that no such supplemental
indenture shall, without the consent of each holder of Securities then
outstanding and affected thereby, (i) extend the Maturity Date of any
Securities, or reduce the principal amount thereof, or reduce any amount
payable on redemption thereof, or reduce the rate or extend the time of
payment of interest thereon (subject to Article Sixteen of the Indenture),
or make the principal of, or interest or premium on, the Securities payable
in any coin or currency other than U.S. dollars, or impair or affect the
right of any holder of Securities to institute suit for the payment thereof,
or (ii) reduce the aforesaid percentage of Securities, the holders of which
are required to consent to any such supplemental indenture. The Indenture
also contains provisions permit- ting the holders of a majority in aggregate
principal amount of the Securities at the time outstanding affected thereby,
on behalf of all of the holders of the Securities, to waive any past default
in the performance of any of the covenants contained in the Indenture, or
established pursuant to the Indenture, and its consequences, except a
default in the payment of the principal of or premium, if any, or interest
on any of the Securities or a default in respect of any covenant or
provision under which the Indenture cannot be modified or amended without
the consent of each holder of Securities then outstanding. Any such consent
or waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all
future holders and owners of this Security and of any Security issued in
exchange heretofore or in place hereof (whether by registration of transfer
or otherwise), irrespective of whether or not any notation of such consent
or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Security at the time and place and at
the rate and in the money herein prescribed.

The Company shall have the right, at any time and from time to time
during the term of the Securities, to defer payments of interest by extending
the interest payment period of such Securities for a period not exceeding 10
consecutive semi-annual periods, including the first such semi-annual period
during such extension period, and not to extend beyond the Maturity Date of
the Securities (an "Extended Interest Payment Period"), at the end of which
period the Company shall pay all interest then accrued and unpaid (together
with interest thereon at the rate specified for the Securities to the extent
that payment of such interest is enforceable under applicable law). Before
the termination of any such Extended Interest Payment Period, the Company may
further defer payments of interest by further extending such Extended
Interest Payment Period, provided that such Extended Interest Payment Period,
--------
together with all such previous and further extensions within such Extended
Interest Payment Period, shall not exceed 10 consecutive semi-annual
periods, including the first semi-annual period during such Extended
Interest Payment Period, or extend beyond the Maturity Date of the
Securities. Upon the termination of any such Extended Interest Payment
Period and the payment of all accrued and unpaid interest and any additional
amounts then due, the Company may commence a new Extended Interest Payment
Period, subject to the foregoing requirements.

The Company has agreed that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liqui- dation payment with respect to, any of the Company's capital stock
(which includes common and preferred stock) or (ii) make any payment of
principal, interest or premium, if any, on or repay or repurchase or redeem
any debt securities of the Company that rank pari passu with or junior in
right of payment to the Securities or make any guarantee payments with
respect to any guarantee by the Company of the debt securities or any
Subsidiary of the Company if such guarantee ranks pari passu or junior in
right of payment to the Securities (other than (a) dividends or
distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholder's rights
plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (c) payments
under the Capital Securities Guarantee (d) as a result of a reclassification
of the Company's capital stock or the exchange or the conversion of one
class or series of the Company's capital stock for another class or series
of the Company's capital stock (e) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the exchange or conversion
of such capital stock or the security being exchanged or converted and (f)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees or any of the Company's dividend reinvestment plans) if at such
time (i) there shall have occurred any event of which the Company has actual
knowledge that (a) is, or with the giving of notice or the lapse of time, or
both, would be, an Event of Default and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (ii) if such Securities are
held by BankBoston Capital Trust, the Company shall be in default with
respect to its payment of any obligations under the Capital Securities
Guarantee or (iii) the Company shall have given notice of its election of
the exercise of its right to extend the interest payment period and any such
extension shall be continuing.

Subject to the prior approval of the Federal Reserve if such
approval is then required under capital guidelines or policies of the Federal
Reserve, the Company will have the right at any time to liquidate the
BankBoston Capital Trust and cause the Securities to be distributed to the
holders of the Trust Securities in liquidation of the Trust.

The Securities are issuable only in registered form without coupons
in denominations of $1,000.00 and any integral multiple thereof. As provided
in the Indenture and subject to the transfer restrictions limitations as may
be contained herein and therein from time to time, this Security is transfer-
able by the holder hereof on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the office or
agency of the Trustee in the City and State of New York accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of
authorized denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees. No service
charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.

Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, any paying agent and the registrar may
deem and treat the holder hereof as the absolute owner hereof (whether or not
this Security shall be overdue andnotwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any registrar
shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF.

Exhibit 4.3

CERTIFICATE OF TRUST
OF
BANKBOSTON CAPITAL TRUST II

This Certificate of Trust is being executed as of December 3, 1996
for the purposes of organizing a business trust pursuant to the Delaware
Business Trust Act, 12 Del. C. SectionSection 3801 et seq. (the "Act").
---- -- -- ---
The undersigned hereby certifies as follows:

1. Name. The name of the business trust is "BankBoston Capital
----
Trust II" (the "Trust").

2. Delaware Trustee. The name and business address of the
----------------
Delaware resident trustee of the Trust meeting the requirements of Section
3807 of the Act are as follows:

The Bank of New York (Delaware)
400 White Clay Center, Route 273
Newark, Delaware 19711

3. Effective. This Certificate of Trust shall be effective
---------
immediately upon filing in the Office of the Secretary of State of the State
of Delaware.

IN WITNESS WHEREOF, the undersigned, being all of the trustees of
the Trust, have duly executed this Certificate of Trust as of the day and
year first above written.
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:
-----------------------------------
Joseph G. Ernst
Assistant Vice President

ADMINISTRATIVE TRUSTEE

By:
-----------------------------------
Robert T. Jefferson

ADMINISTRATIVE TRUSTEE

By:
-----------------------------------
Craig V. Starble

ADMINISTRATIVE TRUSTEE

By:
-----------------------------------
Kathleen M. McGillycuddy

BANK OF BOSTON CORPORATION
as Sponsor

By:
--------------------
Kathleen M. McGillycuddy
Group Director, Asset/
Liability Management

Exhibit 4.4

- ----------------------------------------------------------

DECLARATION OF TRUST

BankBoston Capital Trust II

Dated as of December 3, 1996

- ----------------------------------------------------------

TABLE OF CONTENTS
-----------------

ARTICLE I
DEFINITIONS

SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
ORGANIZATION

SECTION 2.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.2 Office . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.3 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.4 Authority . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.5 Title to Property of the Trust . . . . . . . . . . . . . . 5
SECTION 2.6 Powers of the Trustees . . . . . . . . . . . . . . . . . . 6
SECTION 2.7 Filing of Certificate of Trust . . . . . . . . . . . . . . 7
SECTION 2.8 Duration of Trust . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.9 Responsibilities of the Sponsor . . . . . . . . . . . . . 7
SECTION 2.10 Declaration Binding on Holders
of Securities . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III
TRUSTEES

SECTION 3.1 Trustees . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.2 Delaware Trustee. . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.3 Execution of Documents. . . . . . . . . . . . . . . . . . 9
SECTION 3.4 Not Responsible for Recitals
or Sufficiency of Declaration. . . . . . . . . . . . . . 10

ARTICLE IV
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1 Exculpation. . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.2 Fiduciary Duty. . . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.3 Indemnification. . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.4 Outside Businesses. . . . . . . . . . . . . . . . . . . . 16

ARTICLE V
AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1 Amendments. . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.2 Termination of Trust. . . . . . . . . . . . . . . . . . . 17
SECTION 5.3 Governing Law. . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.5 Successors and Assigns. . . . . . . . . . . . . . . . . . 18
SECTION 5.6 Partial Enforceability. . . . . . . . . . . . . . . . . . 18
SECTION 5.7 Counterparts. . . . . . . . . . . . . . . . . . . . . . . 18

DECLARATION OF TRUST
OF
BANKBOSTON CAPITAL TRUST II

December 3, 1996

DECLARATION OF TRUST ("Declaration") dated and effective as of
December 3, 1996 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

WHEREAS, the Trustees and the Sponsor desire to establish a trust
(the "Trust") pursuant to the Business Trust Act (as defined herein) for the
sole purpose of (i) issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust (ii) holding
certain Debentures of the Debenture Issuer (each as defined herein) and (iii)
engaging in only those other activities necessary, advisable or incidental
thereto; and

NOW, THEREFORE, it being the intention of the parties hereto that
the Trust constitute a business trust under the Business Trust Act and that
this Declaration constitutes the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

ARTICLE I
DEFINITIONS

SECTION 1.1 Definitions
-----------

Unless the context otherwise requires:

(a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in
this Section 1.1;

(b) a term defined anywhere in this Declaration has the same meaning
throughout;

(c) all references to "the Declaration" or "this Declaration" are to
this Declaration of Trust as modified, supplemented or amended from
time to time;

(d) all references in this Declaration to Articles and Sections are to
Articles and Sections of this Declaration unless otherwise
specified;

(e) a reference to the singular includes the plural and vice versa;

(f) a reference to any Person shall include its successors and assigns;

(g) a reference to any agreement or instrument shall mean such
agreement or instrument as supplemented, modified, amended and
restated and in effect from time to time; and

(h) a reference to any statute, law, rule or regulation, shall include
any amendments thereto and any successor, statute, law, rule or
regulation.

"Administrative Trustee" means any Trustee other than the Delaware
----------------------
Trustee and Property Trustees.

"Affiliate" has the same meaning as given to that term in Rule 405
---------
of the Securities Act or any successor rule thereunder.

"Bank of Boston" means Bank of Boston Corporation, a Massachusetts
--------------
corporation or any successor entity in a merger.

"Business Day" means any day other than a day on which banking
------------
institutions in New York, New York or in Boston, Massachusetts are authorized
or required by any applicable law or executive order to close.

"Business Trust Act" means Chapter 38 of Title 12 of the Delaware
------------------
Code, 12 Del. C. SectionSection 3801 et seg., as it may be amended from time
--- - -- ---
to time, or any successor legislation.

"Capital Security" means a security representing an undivided
----------------
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

"Commission" means the Securities and Exchange Commission.
----------

"Common Security" means a security representing an undivided
---------------
beneficial interest in the assets of the Trust with such terms as may be set
out in any amendment to this Declaration.

"Company Indemnified Person" means (a) any Administrative Trustee;
--------------------------
(b) any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any employee or agent of the Trust or its
Affiliates.

"Covered Person" means any officer, director, shareholder, partner,
--------------
member, representative, employee or agent of the Trust or the Trust's
Affiliates.

"Debenture Issuer" means Bank of Boston in its capacity as the
----------------
issuer of the Debentures under the Indenture.

"Debentures" means Debentures to be issued by the Debenture Issuer
----------
and acquired by the Trust.

"Debenture Trustee" means the original trustee under the Indenture
-----------------
until a successor is appointed thereunder, and thereafter means any such
successor trustee.

"Delaware Trustee" has the meaning set forth in Section 3.1.
----------------

"Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended from time to time, or any successor legislation.

"Fiduciary Indemnified Person" has the meaning set forth in Section
----------------------------
4.3(b).

"Indemnified Person" means a Company Indemnified Person or a
------------------
Fiduciary Indemnified Person.

"Indenture" means the indenture to be entered into between Bank of
---------
Boston and the Debenture Trustee pursuant to which the Debentures are to be
issued.

"Person" means a legal person, including any individual,
------
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other
entity of whatever nature.

"Property Trustee" has the meaning set forth in Section 3.1.
----------------

"Securities" means collectively the Common Securities and the
----------
Capital Securities.

"Securities Act" means the Securities Act of 1933, as amended from
--------------
time to time, or any successor legislation.

"Sponsor" means Bank of Boston in its capacity as sponsor of the
-------
Trust.

"Trustee" or "Trustees" means each Person who has signed this
------- --------
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with
the provisions hereof, and reference herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.

ARTICLE II
ORGANIZATION

SECTION 2.1 Name
----

The Trust created by this Declaration is named "BankBoston Capital
Trust II". The Trust's activities may be conducted under the name of the
Trust or any other name deemed advisable by the Administrative Trustees.

SECTION 2.2 Office
------

The address of the principal office of the Trust is Bank of Boston,
P.O. Box 2016, Boston, Massachussetts 02106-20161, Attention: Kathleen
McGillicuddy, Administrative Trustee. On ten Business Days written notice to
the holders of Securities, the Administrative Trustees may designate another
principal office.

SECTION 2.3 Purpose
-------

The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities, (b) purchase and hold certain Debentures of the
Debenture Issuer and (c) engage in only those other activities necessary,
advisable or incidental thereto. The Trust shall not borrow money, issue
debt or reinvest proceeds derived from investments, pledge any of its assets,
or otherwise undertake (or permit to be undertaken) any activity that would
cause the Trust not to be classified for United States federal income tax
purposes as a grantor Trust.

SECTION 2.4 Authority
---------

Subject to the limitations provided in this Declaration, the
Administrative Trustees shall have exclusive and complete authority to carry
out the purposes of the Trust. An action taken by the Administrative
Trustees in accordance with their powers shall constitute the act of and
serve to bind the Trust. In dealing with the Administrative Trustees acting
on behalf of the Trust, no person shall be required to inquire into the
authority of the Administrative Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority
of the Administrative Trustees as set forth in this Declaration.

SECTION 2.5 Title to Property of the Trust

Legal title to all assets of the Trust shall be vested in the
Trust.

SECTION 2.6 Powers of the Trustees
----------------------

The Administrative Trustees shall have the exclusive power and
authority to cause the Trust to engage in the following activities:

(a) to issue and sell the Capital Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
-------- -------
Trust may issue no more than one series of Capital Securities and no more
than one series of Common Securities, and, provided further, that there shall
-------- -------
be no interests in the Trust other than the Securities;

(b) in connection with the issue and sale of the Capital
Securities, at the direction of the Sponsor, to:

(i) execute, if necessary, an offering memorandum (the
"Offering Memorandum") in preliminary and final form prepared by the
Sponsor, in relation to the offering and sale of Capital Securities (i)
to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), (ii) to
institutional "accredited investors" (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act), and (iii) outside
the United States to non-U.S. persons in offshore transactions in reli-
ance on Regulation S under the Securities Act;

(ii) execute and file any documents prepared by the
Sponsor, or take any acts as determined by the Sponsor to be necessary
in order to qualify or register all or part of the Capital Securities in
any State or foreign jurisdiction in which the Sponsor has determined to
qualify or register such Capital Securities for sale;

(iii) execute and deliver letters, documents, or instru-
ments with The Depository Trust Company relating to the Capital Securi-
ties;

(iv) execute and enter into subscription agreements,
purchase agreements, registration rights agreements and other related
agreements providing for the sale of the Common Securities and the Cap-
ital Securities;

(c) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and provide for reasonable compensation for such services;

(d) to incur expenses that are necessary or incidental to carry out
any of the purposes of this Declaration, which expenses shall be paid for by
the Sponsor in al respects; and

(e) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

SECTION 2.7 Filing of Certificate of Trust
------------------------------

On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

SECTION 2.8 Duration of Trust
-----------------

The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for thirty-one (31) years from the date hereof.

SECTION 2.9 Responsibilities of the Sponsor
-------------------------------

In connection with the issue and sale of the Capital Securities,
the Sponsor shall have the exclusive right and responsibility to engage in
the following activities:

(a) to prepare the Offering Memorandum, including any amendments or
supplements thereto;

(b) to determine the States and foreign jurisdictions in which to
ask appropriate action to qualify or register for sale all or part of the
Capital Securities and to do any an all such acts, other than actions which
must be taken by the Trust, and advise the Trust of actions it must take, and
prepare for execution and filing any documents to be executed and filed by
the Trust, as the Sponsor deems necessary or advisable in order to comply
with the applicable laws of any such States and foreign jurisdictions; and

(c) to negotiate the terms of subscription agreements, purchase
agreements, registration rights and other related agreements providing for
the sale of the Common Securities and Capital Securities.

SECTION 2.10 Declaration Binding on Holders of Securities
--------------------------------------------

Every Person by virtue of having become a holder of a Security or
any interest therein in accordance with the terms of this Declaration, shall
be deemed to have expressly assented and agreed to the terms of, and shall be
bound by, this Declaration.

ARTICLE III
TRUSTEES
SECTION 3.1 Trustees
--------
The number of Trustees initially shall be four (4), and thereafter
the number of Trustees shall be such number as shall be fixed from time to
time by a written instrument signed by the Sponsor. The Sponsor is entitled
to appoint or remove without cause any Trustee at any time; provided, however
-------- -------
that the number of Trustees shall in no event be less than two (2); provided
--------
further that (1) one Trustee, in the case of a natural person, shall be a
- -------
person who is a resident of the State of Delaware or which, if not a natural
person, is an entity which has its principal place of business in the State
of Delaware (the "Delaware Trustee") and (2) there shall be at least one
Administrative Trustee who is an employee or officer of, or is affiliated
with, the Sponsor.

Except as expressly set forth in this Declaration, if there are
more than two Administrative Trustees, any power of such Administrative
Trustees may be exercised by, or with the consent of, a majority of such
Administrative Trustees; provided that if there are two Administrative
--------
Trustees, any power of such Administrative Trustees shall be exercised by
both Administrative Trustees; provided further that if there is only one
-------- -------
Administrative Trustee, all powers of the Administrative Trustees shall be
exercised by such one Administrative Trustee.

The initial Administrative Trustee(s) shall be:

Robert T. Jefferson
Kathleen M. McGillycuddy
Craig Starble

The initial Delaware Trustee shall be:

The Bank of New York (Delaware)

Prior to the issuance of the Capital Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Property
Trustee") meeting the requirements of the Trust Indenture Act of 1939, as
amended, by the execution of an amendment to this Declaration executed by the
Administrative Trustees, the Sponsor, the Property Trustee and the Delaware
Trustee.

SECTION 3.2 Delaware Trustee.
----------------

Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees described in this Declaration. The Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act. Notwithstanding
anything herein to the contrary, the Delaware Trustee shall not be liable for
the acts or omissions to act of the Trust or of the Administrative Trustees
except such acts as the Delaware Trustee is expressly obligated or authorized
to undertake under this Declaration or the Business Trust Act and except for
the (gross) negligence or willful misconduct of the Delaware Trustee.

SECTION 3.3 Execution of Documents.
----------------------

(a) Unless otherwise determined by the Administrative Trustees,
and except as otherwise required by the Business Trust Act, any
Administrative Trustee is, or if there are more than two Administrative
Trustees, any two Administrative Trustees are, authorized to execute on
behalf of the Trust any documents which the Administrative Trustees have the
power and authority to cause the Trust to execute pursuant to Section 2.6;
and

(b) a Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21
his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to
execute pursuant to Section 2.6.

SECTION 3.4 Not Responsible for Recitals
or Sufficiency of Declaration.
-----------------------------

The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value
or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration.

ARTICLE IV
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1 Exculpation.
-----------

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Trust
and in a manner such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Indemnified
Person's negligence or willful misconduct with respect to such acts or omis-
sions; and

(b) an Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets
from which distributions to holders of Securities might properly be paid.

SECTION 4.2 Fiduciary Duty.
--------------

(a) To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to
the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered
Person for its good faith reliance on the provisions of this Declaration.
The provisions of this Declaration, to the extent that they restrict the
duties and liabilities of an Indemnified Person otherwise existing at law or
in equity,
are agreed by the parties hereto to replace such other duties and liabilities
of such Indemnified Person;

(b) unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between
Covered Persons; or

(ii) whenever this Declaration or any other agreement
contemplated herein or therein provides that an Indemnified Person
shall act in a manner that is, or provides terms that are, fair and
reasonable to the Trust or any holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest
of each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made,
taken or provided by the Indemnified Person shall not constitute a breach of
this Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise; and

(i) in its "discretion" or under a grant of similar
authority, the Indemnified Person shall be entitled to consider
such interests and factors as it desires, including its own
interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the Trust or
any other Person; or

(ii) in its "good faith" or under another express standard,
the Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed by
this Declaration or by applicable law.

SECTION 4.3 Indemnification.
---------------

(a) (i) The Sponsor shall indemnify, to the full extent permitted
by law, any Company Indemnified Person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Trust) by reason of the fact that he
is or was a Company Indemnified Person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

(ii) The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or
in the right of the Trust to procure a judgment in its favor by reason of the
fact that he is or was a Company Indemnified Person against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Trust, except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust unless
and only to the extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem proper.

(iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 4.3(a), or in defense of any claim,
issue or matter therein, he shall be indemnified, to the full extent
permitted by law, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

(iv) Any indemnification under paragraphs (i) and (ii) of this
Section 4.3(a) (unless ordered by a court) shall be made by the Debenture
Issuer only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the
circumstances because he has met the applicable standard of conduct set forth
in paragraphs (i) and (ii). Such determination shall be made (1) by the
Administrative Trustees by a majority vote of a quorum consisting of such
Administrative Trustees who were not parties to such action, suit or
proceeding, (2) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion, or (3) by the Common Security
Holder of the Trust.

(v) Expenses (including attorneys' fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 4.3(a) shall be paid by the Debenture Issuer in advance
of the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such Company Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitle to be
indemnified by the Debenture Issuer as authorized in this Section 4.3(a)
Notwithstanding the foregoing, no advance shall be made by the Debenture
Issuer if a determination is reasonably and promptly made (i) by the
Administrative Trustees by a majority vote of a quorum of disinterested
Administrative Trustees, (ii) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Administrative Trustees so directs,
by independent legal counsel in a written opinion or (iii) the Common
Security Holder of the Trust, that, based upon the facts known to the Regular
Trustees, counsel or the Common Security Holder at the time such
determination is made, such
Company Indemnified Person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the Trust,
or, with respect to any criminal proceeding, that such Company Indemnified
Person believed or had reasonable cause to believe his conduct was unlawful.
In no event shall any advance be made in instances where the Administrative
Trustees, independent legal counsel or Common Security Holder reasonably
determine that such person deliberately breached his duty to the Trust or the
Common Security or Capital Security Holders.

(vi) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other paragraphs of this Section 4.3(a) shall not
be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Debenture
Issuer or Capital Security Holders of the Trust or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office. All rights to indemnification under this Section 4.3(a)
shall be deemed to be provided by a contract between the Debenture Issuer and
each Company Indemnified Person who serves in such capacity at any time while
this Section 4.3(a) is in effect. Any repeal or modification of this Section
4.3(a) shall not affect any rights or obligations then existing.

(vii) The Sponsor or the Trust may purchase and maintain on behalf
of any person who is or was a Company Indemnified Person against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Debenture Issuer would
have the power to indemnify him against such liability under the provisions
of this Section 4.3(a).

(viii) For purposes of this Section 4.3(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director,
trustee, officer or employee of such constituent entity, or is or was serving
at the request of such constituent entity as a director, trustee, officer,
employee or agent of another entity, shall stand in the same position under
the provisions of this Section 4.3(a) with respect to the resulting or
surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

(ix) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 4.3(a) shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a person.

(b) The Sponsor agrees to indemnify the (i) the Delaware Trustee,
(ii) any Affiliate of the Delaware Trustee, and (iii) any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Delaware Trustee (each of the Persons
in (i) through (iii) being referred to as a "Fiduciary Indemnified Person")
for, and to hold each Fiduciary Indemnified Person harmless against, any
loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 4.3(b) shall survive the termination
of this Declaration.

SECTION 4.4 Outside Businesses.
------------------

Any Covered Person, the Sponsor and the Delaware Trustee may engage
in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the holders of Securities shall have
no rights by virtue of this Declaration in and to such independent ventures
or the income or profits derived therefrom and the pursuit of any such
venture, even if competitive with the business of the Trust, shall not be
deemed wrongful or improper. No Covered Person, the Sponsor or the Delaware
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor and the Delaware Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such
particular investment or other opportunity. Any Covered Person and the
Delaware Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for or may act on any committee or body of
holders of, securities or other obligations of the Sponsor or its Affiliates.

ARTICLE V
AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1 Amendments.
----------

At any time before the issue of any Securities, this Declaration
may be amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Sponsor.

SECTION 5.2 Termination of Trust.
--------------------

(a) The Trust shall terminate and be of no further force or
effect:

(i) upon the bankruptcy of the Sponsor;

(ii) upon the filing of a certificate of dissolution or its
equivalent with respect to the Sponsor or the revocation of the
Sponsor's charter or of the Trust's certificate of trust;

(iii) upon the entry of a decree of judicial dissolution of
the Sponsor or the Trust; and

(iv) before the issuance of any Securities, with the consent
of all of the Administrative Trustees and the Sponsor.

(b) As soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

SECTION 5.3 Governing Law.
-------------

THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5.4 Headings.
--------

Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

SECTION 5.5 Successors and Assigns.
----------------------

Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 5.6 Partial Enforceability.
----------------------

If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to persons or
circumstances other than those to which its is held invalid, shall not be
affected thereby.

SECTION 5.7 Counterparts.
------------

This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed
a single signature page.

(Remainder of this page intentionally left blank.)

IN WITNESS WHEREOF, the undersigned have caused this Declaration to
be executed as of the day and year first above written.

-----------------------------------
Name: Robert T. Jefferson
As Administrative Trustee

-------------------------------------------------
Name: Craig V. Starble
As Administrative Trustee

-------------------------------------------------
Name: Kathleen M. McGillycuddy
As Administrative Trustee

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:
--------------------------------------------
Name: Joseph G. Ernst
Title: Assistant Vice President

BANK OF BOSTON CORPORATION,
as Sponsor

By:
--------------------------------------------
Name: Kathleen M. McGillycuddy
Title: Group Director/Asset
Liability Management

EXHIBIT 4.5

AMENDED AND RESTATED DECLARATION

OF TRUST

BANKBOSTON CAPITAL TRUST II

Dated as of December 10, 1996

TABLE OF CONTENTS
-----------------
Page
---
-

ARTICLE I
INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application . . . . . . . . 10
SECTION 2.2 Lists of Holders of Securities . . . . . . . . . 10
SECTION 2.3 Reports by the Property Trustee . . . . . . . . . 11
SECTION 2.4 Periodic Reports to Property Trustee . . . . . . 11
SECTION 2.5 Evidence of Compliance with Conditions Precedent 11
SECTION 2.6 Events of Default; Waiver . . . . . . . . . . . . 11
SECTION 2.7 Event of Default; Notice . . . . . . . . . . . . 13

ARTICLE III
ORGANIZATION

SECTION 3.1 Name . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.2 Office . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.3 Purpose . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.4 Authority . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.5 Title to Property of the Trust . . . . . . . . . 15
SECTION 3.6 Powers and Duties of the Administrative
Trustees . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.7 Prohibition of Actions by the Trust and the
Trustees . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.8 Powers and Duties of the Property Trustee . . . . 19
SECTION 3.9 Certain Duties and Responsibilities of the
Property Trustee . . . . . . . . . . . . . . . . 22
SECTION 3.10 Certain Rights of Property Trustee . . . . . . . 24
SECTION 3.11 Delaware Trustee . . . . . . . . . . . . . . . . 26
SECTION 3.12 Execution of Documents . . . . . . . . . . . . . 27
SECTION 3.13 Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . 27
SECTION 3.14 Duration of Trust . . . . . . . . . . . . . . . . 27
SECTION 3.15 Mergers . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE IV
SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities . . . . . 29
SECTION 4.2 Responsibilities of the Sponsor . . . . . . . . . 29
SECTION 4.3 Right to Proceed . . . . . . . . . . . . . . . . 30

ARTICLE V
TRUSTEES

SECTION 5.1 Number of Trustees: Appointment of
Co-Trustee . . . . . . . . . . . . . . . . . . . 30
SECTION 5.2 Delaware Trustee . . . . . . . . . . . . . . . . 31
SECTION 5.3 Property Trustee; Eligibility . . . . . . . . . . 31
SECTION 5.4 Certain Qualifications of Administrative Trustees
and Delaware Trustee Generally . . . . . . . . . 32
SECTION 5.5 Administrative Trustees . . . . . . . . . . . . . 32
SECTION 5.6 Delaware Trustee. . . . . . . . . . . . . . . . . 33
SECTION 5.7 Appointment, Removal and Resignation of Trustees 33
SECTION 5.8 Vacancies among Trustees . . . . . . . . . . . . 35
SECTION 5.9 Effect of Vacancies . . . . . . . . . . . . . . . 35
SECTION 5.10 Meetings . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.11 Delegation of Power . . . . . . . . . . . . . . . 36
Section 5.12 Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . 36

ARTICLE VI
DISTRIBUTIONS

SECTION 6.1 Distributions . . . . . . . . . . . . . . . . . . 37

ARTICLE VII
ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities . . . . . 37
SECTION 7.2 Execution and Authentication . . . . . . . . . . 38
SECTION 7.3 Form and Dating . . . . . . . . . . . . . . . . . 39
SECTION 7.4 Registrar, Paying Agent and Exchange Agent . . . 41
SECTION 7.5 Paying Agent to Hold Money in Trust . . . . . . . 41
SECTION 7.6 Replacement Securities . . . . . . . . . . . . . 42
SECTION 7.7 Outstanding Capital Securities . . . . . . . . . 42
SECTION 7.8 Capital Securities in Treasury . . . . . . . . . 43
SECTION 7.9 Temporary Securities . . . . . . . . . . . . . . 43
SECTION 7.10 Cancellation . . . . . . . . . . . . . . . . . . 44
SECTION 7.11 CUSIP Numbers . . . . . . . . . . . . . . . . . . . .

ARTICLE VIII
TERMINATION OF TRUST

SECTION 8.1 Termination of Trust . . . . . . . . . . . . . . 44

ARTICLE IX
TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities . . . . . . . . . . . . . 45
SECTION 9.2 Transfer Procedures and Restrictions . . . . . . 46
SECTION 9.3 Deemed Security Holders . . . . . . . . . . . . . 55
SECTION 9.4 Book Entry Interests . . . . . . . . . . . . . . 56
SECTION 9.5 Notices to Clearing Agency . . . . . . . . . . . 56
SECTION 9.6 Appointment of Successor Clearing Agency . . . . 57

ARTICLE X
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability . . . . . . . . . . . . . . . . . . . . 57
SECTION 10.2 Exculpation . . . . . . . . . . . . . . . . . . . 57
SECTION 10.3 Fiduciary Duty . . . . . . . . . . . . . . . . . 58
SECTION 10.4 Indemnification . . . . . . . . . . . . . . . . . 59
SECTION 10.5 Outside Businesses . . . . . . . . . . . . . . . 62

ARTICLE XI
ACCOUNTING

SECTION 11.1 Fiscal Year . . . . . . . . . . . . . . . . . . . 63
SECTION 11.2 Certain Accounting Matters . . . . . . . . . . . 63
SECTION 11.3 Banking . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.4 Withholding . . . . . . . . . . . . . . . . . . . 64

ARTICLE XII
AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments . . . . . . . . . . . . . . . . . . . 64
SECTION 12.2 Meetings of the Holders of Securities; Action by
Written Consent . . . . . . . . . . . . . . . . . 67

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE
AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of Property
Trustee . . . . . . . . . . . . . . . . . . . . . 68
SECTION 13.2 Representations and Warranties of Delaware
Trustee . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE XIV
REGISTRATION RIGHTS

SECTION 14.1 Registration Rights Agreement; Liquidated Damages 70

ARTICLE XV
MISCELLANEOUS

SECTION 15.1 Notices . . . . . . . . . . . . . . . . . . . . . 72
SECTION 15.2 Governing Law . . . . . . . . . . . . . . . . . . 74
SECTION 15.3 Intention of the Parties . . . . . . . . . . . . 74
SECTION 15.4 Headings . . . . . . . . . . . . . . . . . . . . 74
SECTION 15.5 Successors and Assigns . . . . . . . . . . . . . 74
SECTION 15.6 Partial Enforceability . . . . . . . . . . . . . 74
SECTION 15.7 Counterparts . . . . . . . . . . . . . . . . . . 74
ANNEX I TERMS OF SECURITIES . . . . . . . . . . . . . . . I-1
EXHIBIT A-1 FORM OF CAPITAL SECURITY CERTIFICATE . . . . . A1-1
EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE . . . . . . A2-1
EXHIBIT B SPECIMEN OF DEBENTURE . . . . . . . . . . . . . . B-1
EXHIBIT C PURCHASE AGREEMENT . . . . . . . . . . . . . . . C-1

CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act Section of
of 1939, as amended Declaration
------------------- -----------

310(a)
310(c)
311(c)
312(a)
312(b)
313
314(a)
314(b)
314(c)
314(d)
314(f)
315(a)
315(c)
315(d)
316(a)
316(c)
_______________

* This Cross-Reference Table does not constitute part of the
Declaration and shall not affect the interpretation of any of its
terms or provisions.

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
BANKBOSTON CAPITAL TRUST II

December 10, 1996

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated
and effective as of December 10, 1996, by the Trustees (as defined
herein), the Sponsor (as defined herein) and by the holders, from time to
time, of undivided beneficial interests in the Trust to be issued pursuant
to this Declaration;

WHEREAS, the Trustees and the Sponsor established BankBoston
Capital Trust II (the "Trust"), a trust formed under the Delaware Business
Trust Act pursuant to a Declaration of Trust dated as of December 3, 1996
(the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on December 3, 1996, for the
sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust and investing
the proceeds thereof in certain Debentures of the Debenture Issuer (each
as hereinafter defined);

WHEREAS, as of the date hereof, no interests in the Trust have
been issued;

WHEREAS, all of the Trustees and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the
Original Declaration; and

NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and
that this Declaration constitute the governing instrument of such business
trust, the Trustees declare that all assets contributed to the Trust will
be held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of
the Trust issued hereunder, subject to the provisions of this Declaration.

ARTICLE I
INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions.
-----------
Unless the context otherwise requires:

(a) Capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them
in this Section 1.1;

(b) a term defined anywhere in this Declaration has the same
meaning throughout;

(c) all references to "the Declaration" or "this Declaration"
are to this Declaration as modified, supplemented or amended from
time to time;

(d) all references in this Declaration to Articles and Sections
and Annexes and Exhibits are to Articles and Sections of and Annexes
and Exhibits to this Declaration unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in
this Declaration or unless the context otherwise requires; and

(f) a reference to the singular includes the plural and vice
versa.

"Administrative Trustee" has the meaning set forth in Section
5.1.
----------------------

"Affiliate" has the same meaning as given to that term in Rule
405
---------
under the Securities Act or any successor rule thereunder.

"Agent" means any Paying Agent, Registrar or Exchange Agent.
-----

"Authorized Officer" of a Person means any other Person that is
------------------
authorized to legally bind such former Person.

"Book Entry Interest" means a beneficial interest in a Global
-------------------
Certificate registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

"Business Day" means any day other than a Saturday or a Sunday
or
------------
a day on which banking institutions in the City of New York or Boston,
Massachusetts are authorized or required by law or executive order to
close.

"Business Trust Act" means Chapter 38 of Title 12 of the
Delaware
------------------
Code, 12 Del. Code Section3801 et seq., as it may be amended from time to
------------ -- ---
time, or any successor legislation.

"Capital Security Beneficial Owner" means, with respect to a Book
---------------------------------
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency
(directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).

"Capital Securities" means, collectively, the Series A Capital
------------------
Securities and the Series B Capital Securities.

"Capital Securities Guarantee" means, collectively, the Series A
----------------------------
Capital Securities Guarantee and the Series B Capital Securities
Guarantee.

"Clearing Agency" means an organization registered as a
"Clearing
---------------
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Capital Securities and in whose name or in the name of
a nominee of that organization shall be registered a Global Certificate
and which shall undertake to effect book entry transfers and pledges of
the Capital Securities.

"Clearing Agency Participant" means a broker, dealer, bank,
other
---------------------------
financial institution or other Person for whom from time to time the
Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.

"Closing Time" means the "Closing Time" under the Purchase
------------
Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from
----
time to time, or any successor legislation.

"Commission" means the United States Securities and Exchange
----------
Commission as from time to time constituted, or if any time after the
execution of this Declaration such Commission is not existing and
performing the duties now assigned to it under applicable Federal
securities laws, then the body performing such duties at such time.

"Common Securities" has the meaning specified in Section 7.1(a).
-----------------
"Common Securities Guarantee" means the guarantee agreement
dated
---------------------------
as of December 10, 1996 of the Sponsor in respect of the Common
Securities.

"Company Indemnified Person" means (a) any Administrative
Trustee;
--------------------------
(b) any Affiliate of any Administrative Trustee; (c) any officers,
directors, shareholders, members, partners, employees, representatives or
agents of any Administrative Trustee; or (d) any officer, employee or
agent of the Trust or its Affiliates.

"Corporate Trust Office" means the office of the Property
Trustee
----------------------
at which the corporate trust business of the Property Trustee shall, at
any particular time, be principally administered, which office at the date
of execution of this Agreement is located at 101 Barclay Street, 21 West,
New York, New York 10286.

"Covered Person" means: (a) any officer, director, shareholder,
--------------
partner, member, representative, employee or agent of (i) the Trust or
(ii) the Trust's Affiliates; and (b) any Holder of Securities.

"Debenture Issuer" means Bank of Boston Corporation, a
----------------
Massachusetts corporation, or any successor entity resulting from any
consolidation, amalgamation, merger or other business combination, in its
capacity as issuer of the Debentures under the Indenture.

"Debenture Trustee" means The Bank of New York, a New York
banking
-----------------
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

"Debentures" means, collectively, the Series A Debentures and
the
----------
Series B Debentures.

"Default" means an event, act or condition that with notice of
-------
lapse of time, or both, would constitute an Event of Default.

"Definitive Capital Securities" shall have the meaning set forth
-----------------------------
in Section 7.3(c).

"Delaware Trustee" has the meaning set forth in Section 5.2.
----------------
"Direct Action" shall have the meaning set forth in Section
3.8(e).
-------------

"Distribution" means a distribution payable to Holders of
------------
Securities in accordance with Section 6.1.

"DTC" means The Depository Trust Company, the initial Clearing
---
Agency.

"Event of Default" in respect of the Securities means an Event
of
----------------
Default (as defined in the Indenture) that has occurred and is continuing
in respect of the Debentures.

"Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended from time to time, or any successor legislation.

"Exchange Agent" has the meaning set forth in Section 7.4.
--------------

"Exchange Offer" means the offer that may be made pursuant to
the
--------------
Registration Rights Agreement (i) by the Trust to exchange Series B
Capital Securities for Series A Capital Securities and (ii) by the
Debenture Issuer to exchange Series B Debentures for Series A Debentures
and the Series B Capital Securities Guarantee for the Series A Capital
Securities Guarantee.

"Federal Reserve Board" means the Board of Governors of the
Federal
---------------------
Reserve System.

"Fiduciary Indemnified Person" has the meaning set forth in
Section
----------------------------
10.4(b).

"Global Capital Securities" has the meaning set forth in Section
-------------------------
7.3(a).

"Holder" means a Person in whose name a Security is registered,
------
such Person being a beneficial owner within the meaning of the Business
Trust Act.

"Indemnified Person" means a Company Indemnified Person or a
------------------
Fiduciary Indemnified Person.

"Indenture" means the Indenture dated as of December 10, 1996,
---------
among the Debenture Issuer and the Debenture Trustee, as amended from time
to time.

"Property Trustee" has the meaning set forth in Section 5.3(a).
----------------

"Property Trustee Account" has the meaning set forth in Section
------------------------
3.8(c).

"Investment Company" means an investment company as defined in
the
------------------
Investment Company Act.

"Investment Company Act" means the Investment Company Act of
1940,
----------------------
as amended from time to time, or any successor legislation.

"Legal Action" has the meaning set forth in Section 3.6(g).
------------

"Majority in liquidation amount" means, with respect to the
Trust
------------------------------
Securities, except as provided in the terms of the Capital Securities or
by the Trust Indenture Act, Holder(s) of outstanding Trust Securities
voting together as a single class or, as the context may require, Holders
of outstanding Capital Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more
than 50% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

"Ministerial Action" has the meaning set forth in Annex I
hereto.
------------------

"Offering Memorandum" has the meaning set forth in Section
3.6(b).
-------------------

"Officers' Certificate" means, with respect to any Person, a
---------------------
certificate signed by the Chairman, a Vice Chairman, the Chief Executive
Officer, the President, a Vice President, the Comptroller, the Group
Director-Asset/Liability Management, the Clerk or an Assistant Clerk, or
the Secretary or an Assistant Secretary of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or
covenant provided for in this Declaration shall include:

(a) a statement that each officer signing the Certificate has
read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering
the Certificate;

(c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Opinion of Counsel" shall mean a written opinion of counsel,
who
------------------
may be an employee of the Sponsor, and who shall be acceptable to the
Property Trustee.

"Paying Agent" has the meaning specified in Section 7.4.
------------

"Purchase Agreement" means the Purchase Agreement for the
initial
------------------
offering and sale of Capital Securities in the form of Exhibit C.

"QIBs" shall mean qualified institutional buyers as defined in
Rule
----
144A.

"Quorum" means a majority of the Administrative Trustees or, if
------
there are only two Administrative Trustees, both of them.

"Registrar" has the meaning set forth in Section 7.4.
---------

"Registration Rights Agreement" means the Registration Rights
-----------------------------
Agreement dated as of December 10, 1996, by and among the Trust, the
Debenture Issuer and the Initial Purchasers named therein, as amended from
time to time.

"Registration Statement" has the meaning set forth in the
----------------------
Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act, as
such
------------
regulation may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.

"Regulation S Global Capital Security" has the meaning set forth
------------------------------------
in Section 7.3(a).

"Related Party" means, with respect to the Sponsor, any direct
or
-------------
indirect wholly owned subsidiary of the Sponsor or any other Person that
owns, directly or indirectly, 100% of the outstanding voting securities of
the Sponsor.

"Responsible Officer" means, with respect to the Property
Trustee,
-------------------
any officer within the Corporate Trust Office of the Property Trustee,
including any vice-president, any assistant vice-president, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Corporate Trust Office of the Property Trustee customarily performing
functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

"Restricted Definitive Capital Securities" has the meaning set
----------------------------------------
forth in Section 7.3(c).

"Restricted Capital Security" means a Capital Security required
by
---------------------------
Section 9.2 to contain a Restricted Securities Legend.

"Restricted Securities Legend" has the meaning set forth in
Section
----------------------------
9.2.

"Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or
---------
any successor rule or regulation.

"Rule 144" means Rule 144 under the Securities Act, as such rule
--------
may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

"Rule 144A" means Rule 144A under the Securities Act, as such
rule
---------
may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

"Rule 144A Global Capital Security" has the meaning set forth in
---------------------------------
Section 7.3(a).

"Securities" or "Trust Securities" means the Common Securities
and
----------------
----------
the Capital Securities.

"Securities Act" means the Securities Act of 1933, as amended
from
--------------
time to time, or any successor legislation.

"Securities Guarantees" means the Common Securities Guarantee
and
---------------------
the Capital Securities Guarantee.

"Series A Capital Securities" has the meaning specified in
Section
---------------------------
7.1(a).

"Series B Capital Securities" has the meaning specified in
Section
---------------------------
7.1(a).

"Series A Capital Securities Guarantee" means the guarantee
-------------------------------------
agreement dated as of December 10, 1996 of Sponsor in respect of the
Series A Capital Securities.

"Series B Capital Securities Guarantee" means the guarantee
-------------------------------------
agreement to be entered in connection with the Exchange Offer by the
Sponsor in respect of the Series B Capital Securities.
"Series A Debentures" means the Series A 73/4% Junior
Subordinated
-------------------
Deferrable Interest Debentures due December 15, 2026 of the Debenture
Issuer issued pursuant to the Indenture.

"Series B Debentures" means the Series B 73/4% Junior
Subordinated
-------------------
Deferrable Interest Debentures due December 15, 2026 of the Debenture
Issuer issued pursuant to the Indenture.

"Special Event" has the meaning set forth in Annex I hereto.
-------------

"Sponsor" means Bank of Boston Corporation, a Massachusetts
-------
corporation, or any successor entity resulting from any merger,
consolidation, amalgamation or other business combination, in its capacity
as sponsor of the Trust.

"Super Majority" has the meaning set forth in Section
2.6(a)(ii).
--------------

"10% in liquidation amount" means, with respect to the Trust
-------------------------
Securities, except as provided in the terms of the Capital Securities or
by the Trust Indenture Act, Holder(s) of outstanding Trust Securities
voting together as a single class or, as the context may require, Holders
of outstanding Capital Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 10%
or more of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

"Treasury Regulations" means the income tax regulations,
including
--------------------
temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to
time (including corresponding provisions of succeeding regulations).

"Trustee" or "Trustees" means each Person who has signed this
------- --------
Declaration as a trustee, so long as such Person shall continue in office
in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee
or the Trustees shall refer to such Person or Persons solely in their
capacity as trustees hereunder.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
-------------------
amended from time to time, or any successor legislation.

"Unrestricted Global Capital Security" has the meaning set forth
------------------------------------
in Section 9.2(b).

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application.
--------------------------------

(a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall,
to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

(c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by SectionSection
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

(d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as equity
securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 2.2 Lists of Holders of Securities.
------------------------------

(a) Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide the Property Trustee, unless the
Property Trustee is Registrar for the Securities (i) within 14 days after
each record date for payment of Distributions, a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date,
provided that neither
-------- ----
the Sponsor nor the Administrative Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor and the Administrative Trustees on behalf
of the Trust, and (ii) at any other time, within 30 days of receipt by the
Trust of a written request for a List of Holders as of a date no more than
14 days before such List of Holders is given to the Property Trustee. The
Property Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it or
which it receives in the capacity as Paying Agent (if acting in such
capacity), provided that the Property Trustee may destroy any List of
-------- ----
Holders previously given to it on receipt of a new List of Holders.

(b) The Property Trustee shall comply with its obligations
under SectionSection 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 Reports by the Property Trustee.
-------------------------------

Within 60 days after December 15 of each year, commencing
December 15, 1997, the Property Trustee shall provide to the Holders of
the Capital Securities such reports as are required by Section 313 of the
Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Property Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4 Periodic Reports to Property Trustee.
------------------------------------

Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such documents, reports
and information as are required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

SECTION 2.5 Evidence of Compliance with Conditions Precedent.
------------------------------------------------

Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such evidence of
compliance with any conditions precedent provided for in this Declaration
that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be
given in the form of an Officers' Certificate.

SECTION 2.6 Events of Default; Waiver.
-------------------------

(a) The Holders of a Majority in liquidation amount of Capital
Securities may, by vote, on behalf of the Holders of all of the Capital
Securities, waive any past Event of Default in respect of the Capital
Securities and its consequences, provided that, if the underlying Event of
-------- ----
Default under the Indenture:

(i) is not waivable under the Indenture, the Event of Default
under the Declaration shall also not be waivable; or

(ii) requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a "Super
Majority") to be waived under the Indenture, the Event of Default
under the Declaration may only be waived by the vote of the Holders
of at least the proportion in aggregate liquidation amount of the
Capital Securities that the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such
Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Upon such waiver, any such default shall cease to
exist, and any Event of Default with respect to the Capital Securities
arising therefrom shall be deemed to have been cured, for every purpose of
this Declaration, but no such waiver shall extend to any subsequent or
other default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon. Any waiver by the
Holders of the Capital Securities of an Event of Default with respect to
the Capital Securities shall also be deemed to constitute a waiver by the
Holders of the Common Securities of any such Event of Default with respect
to the Common Securities for all purposes of this Declaration without any
further act, vote, or consent of the Holders of the Common Securities.

(b) The Holders of a Majority in liquidation amount of the
Common Securities may, by vote, on behalf of the Holders of all of the
Common Securities, waive any past Event of Default with respect to the
Common Securities and its consequences, provided that, if the underlying
Event of
-------- ----
Default under the Indenture:

(i) is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Event
of Default under the Declaration as provided below in this Section
2.6(b), the Event of Default under the Declaration shall also not be
waivable; or

(ii) requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are deemed
to have waived such Event of Default under the Declaration as
provided below in this Section 2.6(b), the Event of Default under the
Declaration may only be waived by the vote of the Holders of at least
the proportion in aggregate liquidation amount of the Common
Securities that the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have
-------- -------
waived any such Event of Default and all Events of Default with respect to
the Common Securities and its consequences if all Events of Default with
respect to the Capital Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting
solely on behalf of the Holders of the Capital Securities and only the
Holders of the Capital Securities will have the right to direct the
Property Trustee in accordance with the terms of the Securities. The
foregoing provisions of this Section 2.6(b) shall be in lieu of
SectionSection 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act
and such SectionSection 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the
foregoing provisions of this Section 2.6(b), upon such waiver, any such
default shall cease to exist and any Event of Default with respect to the
Common Securities arising therefrom shall be deemed to have been cured for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

(c) A waiver of an Event of Default under the Indenture by the
Property Trustee, at the direction of the Holders of the Capital
Securities, constitutes a waiver of the corresponding Event of Default
under this Declaration. The foregoing provisions of this Section 2.6(c)
shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act.

SECTION 2.7 Event of Default; Notice.
------------------------

(a) The Property Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of all defaults with
respect to the Securities actually known to a Responsible Officer of the
Property Trustee, unless such defaults have been cured before the giving
of such notice (the term "defaults" for the purposes of this Section
2.7(a) being hereby defined to be an Event of Default as defined in the
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a
-------- ----
default in the payment of principal of (or premium, if any) or interest on
any of the Debentures, the Property Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the
Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

(b) The Property Trustee shall not be deemed to have knowledge
of any default except:

(i) a default under Sections 5.01(a) and 5.01(b) of the
Indenture; or

(ii) any default as to which the Property Trustee shall have
received written notice or of which a Responsible Officer of the
Property Trustee charged with the administration of the Declaration
shall have actual knowledge.

(c) Within five Business Days after the occurrence of any Event
of Default actually known to the Property Trustee, the Property Trustee
shall transmit notice of such Event of Default to the holders of the
Capital Securities, the Administrative Trustees and the Sponsor, unless
such Event of Default shall have been cured or waived. The Sponsor and
the Administrative Trustees shall file annually with the Property Trustee
a certification as to whether or not they are in compliance with all the
conditions and covenants applicable to them under this Declaration.

ARTICLE III
ORGANIZATION

SECTION 3.1 Name.
----

The Trust is named "BankBoston Capital Trust II" as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Holders of Securities. The Trust's activities may
be conducted under the name of the Trust or any other name deemed
advisable by the Administrative Trustees.

SECTION 3.2 Office.
------

The address of the principal office of the Trust is c/o Bank of
Boston Corporation, P.O. Box 2016, Boston, Massachusetts 02106-2016. On
ten Business Days written notice to the Holders of Securities, the
Administrative Trustees may designate another principal office.

SECTION 3.3 Purpose.
-------

The exclusive purposes and functions of the Trust are (a) to
issue and sell Securities, (b) use the proceeds from the sale of the
Securities to acquire the Debentures, and (c) except as otherwise limited
herein, to engage in only those other activities necessary, advisable or
incidental thereto. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, mortgage or pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal
income tax purposes as a grantor trust.

SECTION 3.4 Authority.
---------

Subject to the limitations provided in this Declaration and to
the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive and complete authority to carry out the purposes of
the Trust. An action taken by the Administrative Trustees in accordance
with their powers shall constitute the act of and serve to bind the Trust
and an action taken by the Property Trustee on behalf of the Trust in
accordance with its powers shall constitute the act of and serve to bind
the Trust. In dealing with the Trustees acting on behalf of the Trust, no
person shall be required to inquire into the authority of the Trustees to
bind the Trust. Persons dealing with the Trust are entitled to rely

conclusively on the power and authority of the Trustees as set forth in
this Declaration.

SECTION 3.5 Title to Property of the Trust.
------------------------------

Except as provided in Section 3.8 with respect to the Debentures
and the Property Trustee Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the
Trust. The Holders shall not have legal title to any part of the assets
of the Trust, but shall have an undivided beneficial interest in the
assets of the Trust.

SECTION 3.6 Powers and Duties of the Administrative Trustees.
------------------------------------------------

The Administrative Trustees shall have the exclusive power, duty
and authority to cause the Trust to engage in the following activities:

(a) to issue and sell the Capital Securities and the Common
Securities in accordance with this Declaration; provided, however, that
-------- -------
except, in the case of (i) and (ii), as contemplated in Section 7.1(a),
(i) the Trust may issue no more than one series of Capital Securities and
no more than one series of Common Securities, (ii) there shall be no
interests in the Trust other than the Securities, and (iii) the issuance
of Securities shall be limited to a simultaneous issuance of both Capital
Securities and Common Securities at any Closing Time,

(b) in connection with the issue and sale of the Capital
Securities and the consummation of the Exchange Offer, at the direction of
the Sponsor, to:

(i) prepare and execute, if necessary, an offering memorandum
(the "Offering Memorandum") in preliminary and final form prepared by
the Sponsor, in relation to the offering and sale of Series A Capital
Securities to qualified institutional buyers in reliance on Rule 144A
under the Securities Act, to institutional "accredited investors" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and outside the United States to non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act,
and to execute and file with the Commission, at such time as
determined by the Sponsor, any Registration Statement, including any
amendments thereto, as contemplated by the Registration Rights
Agreement;

(ii) execute and file any documents prepared by the Sponsor, or
take any acts as determined by the Sponsor to be necessary in order
to qualify or register all or part of the Capital Securities in any
State in which the Sponsor has determined to qualify or register such
Capital Securities for sale;

(iii) at the direction of the Sponsor, execute and file an
application, prepared by the Sponsor, to the New York Stock Exchange
or any other national stock exchange or the Nasdaq Stock Market's
National Market for listing or quotation of the Capital Securities;

(iv) to execute and deliver letters, documents, or instruments
with DTC and other Clearing Agencies relating to the Capital
Securities;

(v) if required, execute and file with the Commission a
registration statement on Form 8-A, including any amendments thereto,
prepared by the Sponsor, relating to the registration of the Capital
Securities under Section 12(b) of the Exchange Act; and

(vi) execute and enter into the Purchase Agreement and the
Registration Rights Agreement providing for the sale of the Capital
Securities;

(c) to acquire the Series A Debentures with the proceeds of the
sale of the Series A Capital Securities and the Common Securities and to
exchange the Series A Debentures for a like principal amount of Series B
Debentures, pursuant to the Exchange Offer; provided, however, that the
-------- -------
Administrative Trustees shall cause legal title to the Debentures to be
held of record in the name of the Property Trustee for the benefit of the
Holders of the Capital Securities and the Holders of Common Securities;

(d) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event;

(e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including
and with respect to, for the purposes of Section316(c) of the Trust
Indenture Act, Distributions, voting rights, redemptions and exchanges,
and to issue relevant notices to the Holders of Capital Securities and
Holders of Common Securities as to such actions and applicable record
dates;

(f) to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of the
Securities;

(g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or
against the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the
Property Trustee has the exclusive power to bring such Legal Action;

(h) to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors,
advisors, and consultants and pay reasonable compensation for such
services;

(i) to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

(j) to give the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Property Trustee, which certificate may be
executed by any Administrative Trustee;

(k) to incur expenses that are necessary or incidental to carry
out any of the purposes of the Trust;

(l) to act as, or appoint another Person to act as, Registrar
and Exchange Agent for the Securities or to appoint a Paying Agent for the
Securities as provided in Section 7.4 except for such time as such power
to appoint a Paying Agent is vested in the Property Trustee;

(m) to give prompt written notice to the Property Trustee and
to Holders of the Securities of any notice received from the Debenture
Issuer of its election to defer payments of interest on the Debentures by
extending the interest payment period under the Indenture;

(n) to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing;

(o) to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust's valid existence,
rights, franchises and privileges as a statutory business trust under the
laws of the State of Delaware and of each other jurisdiction in which such
existence is necessary to protect the limited liability of the Holders of
the Capital Securities or to enable the Trust to effect the purposes for
which the Trust was created;

(p) to take any action, not inconsistent with this Declaration
or with applicable law, that the Administrative Trustees determine in
their discretion to be necessary or desirable in carrying out the
activities of the Trust as set out in this Section 3.6, including, but not
limited to:

(i) causing the Trust not to be deemed to be an Investment
Company required to be registered under the Investment Company Act;

(ii) causing the Trust to be classified for United States
federal income tax purposes as a grantor trust; and

(iii) cooperating with the Debenture Issuer to ensure that
the Debentures will be treated as indebtedness of the Debenture
Issuer for United States federal income tax purposes.

(q) to take all action necessary to consummate the Exchange
Offer or otherwise cause the Capital Securities to be registered pursuant
to an effective registration statement in accordance with the provisions
of the Registration Rights Agreement.

(r) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with
respect to the Trust to be duly prepared and filed by the Administrative
Trustees, on behalf of the Trust.
The Administrative Trustees must exercise the powers set forth
in this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrative
Trustees shall not take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Administrative Trustees shall
have none of the powers or the authority of the Property Trustee set forth
in Section 3.8.

Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.
----------------------------------------------------

(a) The Trust shall not, and the Trustees (including the
Property Trustee) shall not, engage in any activity other than as required
or authorized by this Declaration. The Trust shall not:

(i) invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds to Holders of
Securities pursuant to the terms of this Declaration and of the
Securities;

(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness other than loans
represented by the Debentures;

(v) possess any power or otherwise act in such a way as to vary
the Trust assets or the terms of the Securities in any way
whatsoever;

(vi) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the
Securities; or

(vii) other than as provided in this Declaration or Annex I,
(A) direct the time, method and place of conducting any proceeding
with respect to any remedy available to the Debenture Trustee, or
exercising any trust or power conferred upon the Debenture Trustee
with respect to the Debentures, (B) waive any past default that is
waivable under the Indenture, (C) exercise any right to rescind or
annul any declaration that the principal of all the Debentures shall
be due and payable, or (D) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent
shall be required unless the Trust shall have received an opinion of
a nationally recognized independent tax counsel experienced in such
matters to the effect that such modification will not cause more than
an insubstantial risk that for United States federal income tax
purposes the Trust will not be classified as a grantor trust.
SECTION 3.8 Powers and Duties of the Property Trustee.
-----------------------------------------

(a) The legal title to the Debentures shall be owned by and
held of record in the name of the Property Trustee in trust for the
benefit of the Holders of the Securities. The right, title and interest
of the Property Trustee to the Debentures shall vest automatically in each
Person who may hereafter be appointed as Property Trustee in accordance
with Section 5.7. Such vesting and cessation of title shall be effective
whether or not conveyancing documents with regard to the Debentures have
been executed and delivered.

(b) The Property Trustee shall not transfer its right, title
and interest in the Debentures to the Administrative Trustees or to the
Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).

(i) establish and maintain a segregated non-interest bearing
trust account (the "Property Trustee Account") in the name of and
under the exclusive control of the Property Trustee on behalf of the
Holders of the Securities and, upon the receipt of payments of funds
made in respect of the Debentures held by the Property Trustee,
deposit such funds into the Property Trustee Account and make
payments to the Holders of the Capital Securities and Holders of the
Common Securities from the Property Trustee Account in accordance
with Section 6.1. Funds in the Property Trustee Account shall be
held uninvested until disbursed in accordance with this Declaration.
The Property Trustee Account shall be an account that is maintained
with a banking institution the rating on whose long-term unsecured
indebtedness is at least equal to the rating assigned to the Capital
Securities by a "nationally recognized statistical rating
organization", as that term is defined for purposes of Rule 436(g)(2)
under the Securities Act;

(ii) engage in such ministerial activities as shall be necessary
or appropriate to effect the redemption of the Capital Securities and
the Common Securities to the extent the Debentures are redeemed or
mature; and

(iii) upon written notice of distribution issued by the
Administrative Trustees in accordance with the terms of the
Securities, engage in such ministerial activities as shall be
necessary or appropriate to effect the distribution of the Debentures
to Holders of Securities upon the occurrence of certain events.

(d) The Property Trustee shall take all actions and perform
such duties as may be specifically required of the Property Trustee
pursuant to the terms of the Securities.

(e) Subject to Section 3.9(a), the Property Trustee shall take
any Legal Action which arises out of or in connection with an Event of
Default of which a Responsible Officer of the Property Trustee has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration or the Trust Indenture Act and if such Property Trustee shall
have failed to take such Legal Action, the Holders of the Capital
Securities may take such Legal Action, to the same extent as if such
Holders of Capital Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Capital
Securities, without first proceeding against the Property Trustee or the
Trust; provided however, that if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture
Issuer to pay the principal of or premium, if any, or interest on the
Debentures on the date such principal, premium, if any, or interest is
otherwise payable (or in the case of redemption, on the redemption date),
then a Holder of Capital Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or premium,
if any, or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Capital Securities of such Holder
(a "Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the
Holders of the Common Securities will be subrogated to the rights of such
Holder of Capital Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Capital Securities in such Direct
Action. Except as provided in the preceding sentences, the Holders of
Capital Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

(f) The Property Trustee shall not resign as a Trustee unless
either:

(i) the Trust has been completely liquidated and the proceeds
of the liquidation distributed to the Holders of Securities pursuant
to the terms of the Securities; or

(ii) a Successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.7.

(g) The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under
the Indenture and, if an Event of Default actually known to a Responsible
Officer of the Property Trustee occurs and is continuing, the Property
Trustee shall, for the benefit of Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of such Securities.

(h) The Property Trustee shall be authorized to undertake any
actions set forth in Section 317(a) of the Trust Indenture Act.

(i) For such time as the Property Trustee is the Paying Agent,
the Property Trustee may authorize one or more Persons to act as
additional Paying Agents and to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all securities
and any such Paying Agent shall comply with Section 317(b) of the Trust
Indenture Act. Any such additional Paying Agent may be removed by the
Property Trustee at any time the Property Trustee remains as Paying Agent

and a successor Paying Agent or additional Paying Agents may be (but are
not required to be) appointed at any time by the Property Trustee.

(j) Subject to this Section 3.8, the Property Trustee shall
have none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.6.

The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Property Trustee shall not
take any action that is inconsistent with the purposes and functions of
the Trust set out in Section 3.3.

SECTION 3.9 Certain Duties and Responsibilities of the Property
Trustee.
-----------------------------------------------------------

(a) The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Trust Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically
set forth in this Declaration and in the Securities and no implied
covenants shall be read into this Declaration against the Property
Trustee. In case an Event of Default has occurred (that has not been
cured or waived pursuant to Section 2.6) of which a Responsible Officer of
the Property Trustee has actual knowledge, the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration,
and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his
or her own affairs.

(b) No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except
that:

(i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have
occurred:

(A) the duties and obligations of the Property Trustee
shall be determined solely by the express provisions of this
Declaration and in the Securities and the Property Trustee shall
not be liable except for the performance of such duties and
obligations as are specifically set forth in this Declaration
and in the Securities, and no implied covenants or obligations
shall be read into this Declaration against the Property
Trustee; and

(B) in the absence of bad faith on the part of the
Property Trustee, the Property Trustee may conclusively rely, as
to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions
furnished to the Property Trustee and conforming to the

requirements of this Declaration; provided, however, that in the
case of any such
-------- -------
certificates or opinions that by any provision hereof are specifically
required to be furnished to the Property Trustee, the Property Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Declaration;

(ii) the Property Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Property
Trustee, unless it shall be proved that the Property Trustee was
negligent in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a
Majority in liquidation amount of the Securities relating to the
time, method and place of conducting any proceeding for any remedy
available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under this Declaration;

(iv) no provision of this Declaration shall require the Property
Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Declaration
or indemnity reasonably satisfactory to the Property Trustee against
such risk or liability is not reasonably assured to it;

(v) the Property Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Debentures and
the Property Trustee Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property
for its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Declaration and
the Trust Indenture Act;

(vi) the Property Trustee shall have no duty or liability for or
with respect to the value, genuineness, existence or sufficiency of
the Debentures or the payment of any taxes or assessments levied
thereon or in connection therewith;

(vii) the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree
in writing with the Sponsor. Money held by the Property Trustee need
not be segregated from other funds held by it except in relation to
the Property Trustee Account maintained by the Property Trustee
pursuant to Section 3.8(c)(i) and except to the extent otherwise
required by law; and

(viii) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or the
Sponsor with their respective duties under this Declaration, nor
shall the Property Trustee be liable for any default or misconduct of
the Administrative Trustees or the Sponsor.

SECTION 3.10 Certain Rights of Property Trustee.
-------------------------------------

(a) Subject to the provisions of Section 3.9:

(i) the Property Trustee may conclusively rely and shall be
fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by
it to be genuine and to have been signed, sent or presented by the
proper party or parties;

(ii) any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration may be sufficiently
evidenced by an Officers' Certificate;

(iii) whenever in the administration of this Declaration,
the Property Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting any action
hereunder, the Property Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its
part, request and conclusively rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by
the Sponsor or the Administrative Trustees;

(iv) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any
financing or continuation statement or any filing under tax or
securities laws) or any rerecording, refiling or registration
thereof;

(v) the Property Trustee may consult with counsel or other
experts of its selection and the advice or opinion of such counsel
and experts with respect to legal matters or advice within the scope
of such experts' area of expertise shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with such
advice or opinion, such counsel may be counsel to the Sponsor or any
of its Affiliates, and may include any of its employees. The
Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Declaration from
any court of competent jurisdiction;

(vi) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration
at the request or direction of any Holder, unless such Holder shall
have provided to the Property Trustee security and indemnity,
reasonably satisfactory to the Property Trustee, against the costs,
expenses (including reasonable attorneys' fees and expenses and the
expenses of the Property Trustee's agents, nominees or custodians)
and liabilities that might be incurred by it in complying with such
request or direction, including such reasonable advances as may be
requested by the Property Trustee provided, that, nothing contained
in this Section 3.10(a)(vi) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its
obligation toexercise therightsand powersvestedin itbythisDeclaration;

(vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Property Trustee, in
its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit;

(viii) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or
by or through agents, custodians, nominees or attorneys and the
Property Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due
care by it hereunder;

(ix) any action taken by the Property Trustee or its agents
hereunder shall bind the Trust and the Holders of the Securities, and
the signature of the Property Trustee or its agents alone shall be
sufficient and effective to perform any such action and no third
party shall be required to inquire as to the authority of the
Property Trustee to so act or as to its compliance with any of the
terms and provisions of this Declaration, both of which shall be
conclusively evidenced by the Property Trustee's or its agent's
taking such action;

(x) whenever in the administration of this Declaration the
Property Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Property Trustee (i) may request instructions from the
Holders of the Securities which instructions may only be given by the
Holders of the same proportion in liquidation amount of the
Securities as would be entitled to direct the Property Trustee under
the terms of the Securities in respect of such remedy, right or
action, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and
(iii) shall be protected in conclusively relying on or acting in or
accordance with such instructions;

(xi) except as otherwise expressly provided by this Declaration,
the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this
Declaration; and

(xii) the Property Trustee shall not be liable for any
action taken, suffered, or omitted to be taken by it in good faith,
without negligence, and reasonably believed by it to be authorized or

within the discretion or rights or powers conferred upon it by this
Declaration.

(b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Property Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on
it, in any jurisdiction in which it shall be illegal, or in which the
Property Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts, or to exercise any such
right, power, duty or obligation. No permissive power or authority
available to the Property Trustee shall be construed to be a duty.

SECTION 3.11 Delaware Trustee.
----------------

Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Administrative Trustees or the Property Trustee
described in this Declaration. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section3807 of the Business Trust Act.

SECTION 3.12 Execution of Documents.
----------------------

Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act, a majority of the
Administrative Trustees or, if there are only two, any Administrative
Trustee or, if there is only one, such Administrative Trustee is
authorized to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to execute pursuant
to Section 3.6; provided
--------
that, the registration statement referred to in Section 3.6(b)(i),
including
----
any amendments thereto, shall be signed by all of the Administrative
Trustees.

SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.
------------------------------------------------------

The recitals contained in this Declaration and the Securities
shall be taken as the statements of the Sponsor, and the Trustees do not
assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust
or any part thereof. The Trustees make no representations as to the
validity or sufficiency of this Declaration or the Securities.

SECTION 3.14 Duration of Trust.
-----------------

The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence up to December 15, 2027.

SECTION 3.15 Mergers.
-------

(a) The Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, except as described
in Section 3.15(b) and (c).

(b) The Trust may, at the request of the Sponsor, with the
consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the
Holders of the Securities, the Delaware Trustee or the Property Trustee,
merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or
substantially as an entirety to, a trust organized as such under the laws
of any State; provided that:
-------- ----

(i) such successor entity (the "Successor Entity") either:

(A) expressly assumes all of the obligations of the Trust
under the Securities; or

(B) substitutes for the Securities other securities having
substantially the same terms as the Securities (the "Successor
Securities") so long as the Successor Securities rank the same
as the Securities rank with respect to Distributions and
payments upon liquidation, redemption and otherwise;

(ii) the Sponsor expressly appoints a trustee of the Successor
Entity that possesses the same powers and duties as the Property
Trustee as the Holder of the Debentures;

(iii) the Successor Securities are listed, or any Successor
Securities will be listed upon notification of issuance, on any
national securities exchange or with another organization on which
the Capital Securities are then listed or quoted;

(iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Capital Securities
(including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization;

(v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Securities
(including any Successor Securities) in any material respect (other

than with respect to any dilution of such Holders' interests in the
new entity);

(vi) such Successor Entity has a purpose identical to that of
the Trust;

(vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received
an opinion of an independent counsel to the Trust experienced in such
matters to the effect that:

(A) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders of the
Securities (including any Successor Securities) in any material
respect (other than with respect to any dilution of the Holders'
interest in the new entity); and

(B) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust
nor the Successor Entity will be required to register as an
Investment Company; and

(viii) the Sponsor or any permitted successor or assignee owns
all of the common securities of such Successor Entity and guarantees
the obligations of such Successor Entity under the Successor
Securities at least to the extent provided by the Capital Securities
Guarantee and the Common Securities Guarantee.

(c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced
by, or convey, transfer or lease its properties and assets as an entirety
or substantially as an entirety to, any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if
such consolidation, amalgamation, merger, replacement, conveyance,
transfer or lease would cause the Trust or the Successor Entity not to be
classified as a grantor trust for United States federal income tax
purposes.

ARTICLE IV
SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities.
---------------------------------------

At the Closing Time, the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount at least equal to 3% of
the capital of the Trust, at the same time as the Series A Capital
Securities are issued and sold. In addition, upon any later Date of
Delivery (as defined in the Purchase Agreement) the Sponsor will purchase
such additional number of Common Securities as provided in the Common

Stock Subscription Agreement dated as of December 10, 1996 between the
Sponsor and the Trust.

SECTION 4.2 Responsibilities of the Sponsor.
-------------------------------

In connection with the issue and sale of the Capital Securities,
the Sponsor shall have the exclusive right and responsibility to engage in
the following activities:

(a) to prepare the Offering Memorandum and to prepare for
filing by the Trust with the Commission any Registration Statement,
including any amendments thereto as contemplated by the Registration
Rights Agreement;

(b) to determine the States in which to take appropriate action
to qualify or register for sale all or part of the Capital Securities and
to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for
execution and filing any documents to be executed and filed by the Trust,
as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such States;

(c) if deemed necessary or advisable by the Sponsor, to prepare
for filing by the Trust an application to the New York Stock Exchange or
any other national stock exchange or the Nasdaq National Market for
listing or quotation of the Capital Securities;

(d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the
Capital Securities under Section 12(b) of the Exchange Act, including any
amendments thereto; and

(e) to negotiate the terms of the Purchase Agreement and the
Registration Rights Agreement providing for the sale of the Capital
Securities.

SECTION 4.3 Right to Proceed.
----------------

The Sponsor acknowledges the rights of the Holders of Capital
Securities, in the event that a failure of the Trust to pay Distributions
on the Capital Securities is attributable to the failure of the Company to
pay interest or principal on the Debentures, to institute a proceeding
directly against the Debenture Issuer for enforcement of its payment
obligations on the Debentures.

ARTICLE V
TRUSTEES

SECTION 5.1 Number of Trustees: Appointment of Co-Trustee.
---------------------------------------------

The number of Trustees initially shall be five (5), and:

(a) at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees; and

(b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a
majority in liquidation amount of the Common Securities voting as a class
at a meeting of the Holders of the Common Securities;

provided, however, that, the number of Trustees shall in no event be less
-------- -------
than two (2); provided further that (1) one Trustee, in the case of a
natural
-------- -------
person, shall be a person who is a resident of the State of Delaware or
that, if not a natural person, is an entity which has its principal place
of business in the State of Delaware (the "Delaware Trustee"); (2) there
shall be at least one Trustee who is an employee or officer of, or is
affiliated with the Sponsor (an "Administrative Trustee"); and (3) one
Trustee shall be the Property Trustee for so long as this Declaration is
required to qualify as an indenture under the Trust Indenture Act, and
such Trustee may also serve as Delaware Trustee if it meets the applicable
requirements. Notwithstanding the above, unless an Event of Default shall
have occurred and be continuing, at any time or times, for the purpose of
meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust's property may at the time be
located, the Holders of a Majority in liquidation amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint
one or more persons either to act as a co-trustee, jointly with the
Property Trustee, of all or any part of the Trust's property, or to act as
separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such
person or persons in such capacity any property, title, right or power
deemed necessary or desirable, subject to the provisions of this
Declaration. In case an Event of Default has occurred and is continuing,
the Property Trustee alone shall have power to make any such appointment
of a co-trustee.

SECTION 5.2 Delaware Trustee.
----------------

If required by the Business Trust Act, one Trustee (the
"Delaware Trustee") shall be:

(a) a natural person who is a resident of the State of
Delaware; or

(b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law,

provided that, if the Property Trustee has its principal place of business
-------- ----
in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware
Trustee and Section 3.11 shall have no application.

SECTION 5.3 Property Trustee; Eligibility.
-----------------------------

(a) There shall at all times be one Trustee (the "Property
Trustee") which shall act as Property Trustee which shall:

(i) not be an Affiliate of the Sponsor; and

(ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory
thereof or of the District of Columbia, or a corporation or Person
permitted by the Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District
of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then for
the purposes of this Section 5.3(a)(ii), the combined capital and
surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published.

(b) If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).

(c) If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common
Securities (as if it were the obligor referred to in Section 310(b) of the
Trust Indenture Act) shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

(d) The Capital Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of
the first provision contained in Section 310(b) of the Trust Indenture
Act.

(e) The initial Property Trustee shall be:

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee
Administration

SECTION 5.4 Certain Qualifications of Administrative Trustees and
Delaware
-----------------------------------------------------------
---
Trustee Generally.
-----------------

Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act
through one or more Authorized Officers.

SECTION 5.5 Administrative Trustees.
-----------------------

The initial Administrative Trustees shall be:

Robert T. Jefferson
Kathleen M. McGillycuddy
Craig V. Starble

(a) Except as expressly set forth in this Declaration and
except if a meeting of the Administrative Trustees is called with respect
to any matter over which the Administrative Trustees have power to act,
any power of the Administrative Trustees may be exercised by, or with the
consent of, any one such Administrative Trustee.

(b) Unless otherwise determined by the Administrative Trustees,
and except as otherwise required by the Business Trust Act or applicable
law, any Administrative Trustee is authorized to execute on behalf of the
Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6, provided,
that, the
-------- ----
registration statement referred to in Section 3.6, including any
amendments thereto, shall be signed by all of the Administrative Trustees;
and

(c) An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over
the age of 21 his or her power for the purposes of signing any documents
which the Administrative Trustees have power and authority to cause the
Trust to execute pursuant to Section 3.6.

SECTION 5.6 Delaware Trustee.
-----------------
The initial Delaware Trustee shall be:

The Bank of New York (Delaware)
23 White Clay Center
Route 273
Newark, Delaware 19711

SECTION 5.7 Appointment, Removal and Resignation of Trustees.
-------------------------------------------------

(a) Subject to Section 5.7(b), Trustees may be appointed or
removed without cause at any time:

(i) until the issuance of any Securities, by written instrument
executed by the Sponsor;

(ii) unless an Event of Default shall have occurred and be
continuing after the issuance of any Securities, by vote of the
Holders of a Majority in liquidation amount of the Common Securities
voting as a class at a meeting of the Holders of the Common
Securities; and

(iii) if an Event of Default shall have occurred and be
continuing after the issuance of the Securities, with respect to the
Property Trustee or the Delaware Trustee, by vote of Holders of a
Majority in liquidation amount of the Capital Securities voting as a
class at a meeting of Holders of the Capital Securities.

(b) (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.7(a) until a Successor Property
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor; and

(ii) the Trustee that acts as Delaware Trustee shall not be
removed in accordance with this Section 5.7(a) until a successor
Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
appointed and has accepted such appointment by written instrument
executed by such Successor Delaware Trustee and delivered to the
Administrative Trustees and the Sponsor.

(c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or
resignation. Any Trustee may resign from office (without need for prior
or subsequent accounting) by an instrument in writing signed by the
Trustee and delivered to the Sponsor and the Trust, which resignation
shall take effect upon such delivery or upon such later date as is
specified therein; provided,
------
--
however, that:
-------

(i) No such resignation of the Trustee that acts as the
Property Trustee shall be effective:

(A) until a Successor Property Trustee has been appointed
and has accepted such appointment by instrument executed by such
Successor Property Trustee and delivered to the Trust, the
Sponsor and the resigning Property Trustee; or

(B) until the assets of the Trust have been completely
liquidated and the proceeds thereof distributed to the holders
of the Securities; and

(ii) no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware
Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered
to the Trust, the Sponsor and the resigning Delaware Trustee.

(d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Property Trustee, as the case may be, if the Property Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with
this Section 5.7.

(e) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in
this Section 5.7 within 60 days after delivery of an instrument of
resignation or removal, the Property Trustee or Delaware Trustee resigning
or being removed, as applicable, may petition any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper and prescribe, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

(f) No Property Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Property Trustee or
successor Delaware Trustee, as the case may be.

SECTION 5.8 Vacancies among Trustees.
------------------------

If a Trustee ceases to hold office for any reason and the number
of Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees shall be conclusive evidence of the existence of such vacancy.
The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.7.

SECTION 5.9 Effect of Vacancies.
-------------------

The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties
of a Trustee shall not operate to annul the Trust. Whenever a vacancy in
the number of Administrative Trustees shall occur, until such vacancy is
filled by the appointment of an Administrative Trustee in accordance with
Section 5.7, the Administrative Trustees in office, regardless of their
number, shall have all the powers granted to the Administrative Trustees
and shall discharge all the duties imposed upon the Administrative
Trustees by this Declaration.

SECTION 5.10 Meetings.
--------

If there is more than one Administrative Trustee, meetings of
the Administrative Trustees shall be held from time to time upon the call
of any Administrative Trustee. Regular meetings of the Administrative
Trustees may be held at a time and place fixed by resolution of the
Administrative Trustees. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier)
not less than 24 hours before such meeting. Notice of any telephonic
meetings of the Administrative Trustees or any committee thereof shall be
hand delivered or otherwise delivered in writing (including by facsimile,
with a hard copy by overnight courier) not less than 24 hours before a
meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or
by telephone) of an Administrative Trustee at a meeting shall constitute a
waiver of notice of such meeting except where an Administrative Trustee
attends a meeting for the express purpose of objecting to the transaction
of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any
action of the Administrative Trustees may be taken at a meeting by vote of
a majority of the Administrative Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting by the unanimous written consent
of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee
shall be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11 Delegation of Power.
-------------------

(a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over
the age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or
amendment thereto filed with the Commission, or making any other
governmental filing; and

(b) the Administrative Trustees shall have power to delegate
from time to time to such of their number or to officers of the Trust the
doing of such things and the execution of such instruments either in the
name of the Trust or the names of the Administrative Trustees or otherwise
as the Administrative Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the
provisions of the Trust, as set forth herein.

Section 5.12 Merger, Conversion, Consolidation or Succession to
Business.
-----------------------------------------------------------

Any corporation into which the Property Trustee or the Delaware
Trustee or any Administrative Trustee that is not a natural person, as the
case may be, may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as
the case may be, shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Property Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Property Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

ARTICLE VI
DISTRIBUTIONS

SECTION 6.1 Distributions.
-------------

Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. If and to the
extent that the Debenture Issuer makes a payment of interest (including
Compounded Interest (as defined in the Indenture) and Additional Interest
(as defined in the Indenture)), premium and/or principal on the Debentures
held by the Property Trustee or Liquidated Damages (as defined in the
Registration Rights Agreement) or any other payments pursuant to the
Registration Rights Agreement with respect to the Debentures held by the
Property Trustee (the amount of any such payment being a "Payment
Amount"), the Property Trustee shall and is directed, to the extent funds
are available for that purpose, to make a distribution (a "Distribution")
of the Payment Amount to Holders.

ARTICLE VII
ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities.
---------------------------------------

(a) The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in
Annex I (the "Series A Capital Securities") and one class of common
securities representing undivided beneficial interests in the assets of
the Trust having such terms as are set forth in Annex I (the "Common
Securities"). The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the Trust having such terms as set forth in Annex I (the
"Series B Capital Securities") in exchange for Series A Capital Securities
accepted for exchange in the Exchange Offer, which Series B Capital
Securities shall not bear the legends required by Section 9.2(i) unless
the Holder of such Series A Capital Securities is either (A) a broker-
dealer who purchased such Series A Capital Securities directly from the
Trust for resale pursuant to Rule 144A or any other available exemption
under the Securities Act, (B) a Person participating in the distribution
of the Series A Capital Securities or (C) a Person who is an affiliate (as
defined in Rule 144A) of the Trust. The Trust shall issue no securities
or other interests in the assets of the Trust other than the Capital
Securities and the Common Securities.

(b) The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.

(c) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly
issued, fully paid and non-assessable.

(d) Every Person, by virtue of having become a Holder or a
Capital Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the
terms of, and shall be bound by, this Declaration.

SECTION 7.2 Execution and Authentication.
----------------------------

(a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust
who shall have signed any of the Securities shall cease to be such
Administrative Trustee before the Securities so signed shall be delivered
by the Trust, such Securities nevertheless may be delivered as though the
person who signed such Securities had not ceased to be such Administrative
Trustee; and any Securities may be signed on behalf of the Trust by such
persons who, at the actual date of execution of such Security, shall be
the Administrative Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such a
Administrative Trustee.

(b) One Administrative Trustee shall sign the Capital
Securities for the Trust by manual or facsimile signature. Unless
otherwise determined by the Trust, such signature shall, in the case of
Common Securities, be a manual signature.

A Capital Security shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Capital Security has been
authenticated under this Declaration.

Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Capital Securities
for original issue. The aggregate number of Capital Securities
outstanding at any time shall not exceed the number set forth in the Terms
in Annex I hereto except as provided in Section 7.6.

The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Capital Securities. An
authenticating agent may authenticate Capital Securities whenever the
Property Trustee may do so. Each reference in this Declaration to
authentication by the Property Trustee includes authentication by such
agent. An authenticating agent has the same rights as the Property
Trustee to deal with the Sponsor or an Affiliate.

SECTION 7.3 Form and Dating.
---------------

The Capital Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the
Common Securities shall be substantially in the form of Exhibit A-2, each
of which is hereby incorporated in and expressly made a part of this
Declaration. Certificates representing the Securities may be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by
their execution thereof. The Securities may have letters, CUSIP or other
numbers, notations or other marks of identification or designation and
such legends or endorsements required by law, stock exchange rule,
agreements to which the Trust is subject, if any, or usage (provided that
any such notation, legend or endorsement is in a form acceptable to the
Trust). The Trust at the direction of the Sponsor shall furnish any such
legend not contained in Exhibit A-1 to the Property Trustee in writing.
Each Capital Security shall be dated the date of its authentication. The
terms and provisions of the Securities set forth in Annex I and the forms
of Securities set forth in Exhibits A-1 and A-2 are part of the terms of
this Declaration and to the extent applicable, the Property Trustee and
the Sponsor, by their execution and delivery of this Declaration,
expressly agree to such terms and provisions and to be bound thereby.

(a) Global Securities. Securities offered and sold to QIBs in
-----------------
reliance on Rule 144A or offered and sold outside the United States to
non-U.S. persons in offshore transactions in reliance on Regulation S, as
provided in the Purchase Agreement, shall be issued in the form of one or
more, permanent global Securities in definitive, fully registered form
without Distribution coupons with the appropriate global legends and
Restricted Securities Legend set forth in Exhibit A-1 hereto
(respectively, a "Rule 144A Global Capital Security" or "Regulation S
Global Capital Security"), which shall be deposited on behalf of the
purchasers of the Capital Securities represented thereby with the Property
Trustee, at its New York office, as custodian for the Clearing Agency, and
registered in the name of the Clearing Agency or a nominee of the Clearing
Agency, duly executed by the Trust and authenticated by the Property
Trustee as hereinafter provided. The number of Capital Securities
represented by the Rule 144A Global Capital Security and the Regulation S
Global Capital Security may from time to time be increased or decreased by

adjustments made on the records of the Property Trustee and the Clearing
Agency or its nominee as hereinafter provided.

(b) Book-Entry Provisions. This Section 7.3(b) shall apply
only
---------------------
to the Rule 144A Global Capital Securities, the Regulation S Global
Capital Securities and such other Capital Securities in global form as may
be authorized by the Trust to be deposited with or on behalf of the
Clearing Agency.

The Trust shall execute and the Property Trustee shall, in
accordance with this Section 7.3, authenticate and make available for
delivery initially one or more Rule 144A Global Capital Securities and one
or more Regulation S Global Capital Securities that (i) shall be
registered in the name of Cede & Co. or other nominee of such Clearing
Agency and (ii) shall be delivered by the Trustee to such Clearing Agency
or pursuant to such Clearing Agency's written instructions or held by the
Property Trustee as custodian for the Clearing Agency.

Members of, or participants in, the Clearing Agency
("Participants") shall have no rights under this Declaration with respect
to any Rule 144A Global Capital Security or any Regulation S Global
Capital Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing Agency or under such
Rule 144A Global Capital Security or such Regulation S Global Capital
Security, and the Clearing Agency may be treated by the Trust, the
Property Trustee and any agent of the Trust or the Property Trustee as the
absolute owner of such Rule 144A Global Capital Security or such
Regulation S Global Capital Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trust, the
Property Trustee or any agent of the Trust or the Property Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency
and its Participants, the operation of customary practices of such
Clearing Agency governing the exercise of the rights of a holder of a
beneficial interest in any Rule 144A Global Capital Security or any
Regulation S Global Capital Security.

(c) Definitive Capital Securities. Except as provided in
Section
-----------------------------
7.9, owners of beneficial interests in a Rule 144A Global Capital Security
or a Regulation S Global Capital Security will not be entitled to receive
physical delivery of certificated Capital Securities ("Definitive Capital
Securities"). Purchasers of Securities who are "accredited investors" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and
did not purchase Capital Securities in reliance on Regulation S will
receive Capital Securities in the form of individual certificates in
definitive, fully registered form without distribution coupons and with
the Restricted Securities Legend set forth in Exhibit A-1 hereto
("Restricted Definitive Capital Securities"); provided, however, that upon
transfer of such
-------- -------
Restricted Definitive Capital Securities to a QIB, such Restricted
Definitive Capital Securities will, unless the Rule 144A Global Capital
Security has previously been exchanged, be exchanged for an interest in a
Rule 144A Global Capital Security pursuant to the provisions of Section
9.2. Restricted Definitive Capital Securities will bear the Restricted
Securities Legend set forth on Exhibit A-1 unless removed in accordance
with this Section 7.3 or Section 9.2.

SECTION 7.4 Registrar, Paying Agent and Exchange Agent.
------------------------------------------

The Trust shall maintain in the Borough of Manhattan, The City
of New York, (i) an office or agency where Capital Securities may be
presented for registration of transfer ("Registrar"), (ii) an office or
agency where Capital Securities may be presented for payment ("Paying
Agent") and (iii) an office or agency where Securities may be presented
for exchange ("Exchange Agent"). The Registrar shall keep a register of
the Capital Securities and of their transfer. The Trust may appoint the
Registrar, the Paying Agent and the Exchange Agent and may appoint one or
more co-registrars, one or more additional paying agents and one or more
additional exchange agents in such other locations as it shall determine.
The term "Registrar" includes any additional registrar, "Paying Agent"
includes any additional paying agent and the term "Exchange Agent"
includes any additional exchange agent. The Trust may change any Paying
Agent, Registrar, co-registrar or Exchange Agent without prior notice to
any Holder. The Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Administrative Trustees. The Trust
shall notify the Property Trustee of the name and address of any Agent not
a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Registrar, Paying Agent or Exchange Agent, the Property
Trustee shall act as such. The Trust or any of its Affiliates may act as
Paying Agent, Registrar, or Exchange Agent. The Trust shall act as Paying
Agent, Registrar, co-registrar, and Exchange Agent for the Common
Securities.

The Trust initially appoints the Property Trustee as Registrar,
Paying Agent, and Exchange Agent for the Capital Securities.

SECTION 7.5 Paying Agent to Hold Money in Trust.
-----------------------------------

The Trust shall require each Paying Agent other than the
Property Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Property Trustee all money held by
the Paying Agent for the payment of liquidation amounts or Distributions
on the Securities, and will notify the Property Trustee if there are
insufficient funds for such purpose. While any such insufficiency
continues, the Property Trustee may require a Paying Agent to pay all
money held by it to the Property Trustee. The Trust at any time may
require a Paying Agent to pay all money held by it to the Property and to
account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the
Trust) shall have no further liability for the money. If the Trust or the
Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

SECTION 7.6 Replacement Securities.
----------------------

If the holder of a Security claims that the Security has been
lost, destroyed or wrongfully taken or if such Security is mutilated and
is surrendered to the Trust or in the case of the Capital Securities to
the Property Trustee, the Trust shall issue and the Property Trustee shall
authenticate a replacement Security if the Property Trustee's and the
Trust's requirements, as the case may be, are met. An indemnity bond must
be provided by the Holder which, in the judgment of the Property Trustee,
is sufficient to protect the Trustees, the Sponsor or any authenticating
agent from any loss which any of them may suffer if a Security is
replaced. The Trust may charge such holder for its expenses in replacing
a Security.

Every replacement Security is an additional beneficial interest
in the Trust.

SECTION 7.7 Outstanding Capital Securities.
------------------------------

The Capital Securities outstanding at any time are all the
Capital Securities authenticated by the Property Trustee except for those
cancelled by it, those delivered to it for cancellation, and those
described in this Section as not outstanding.

If a Capital Security is replaced, paid or purchased pursuant to
Section 7.6 hereof, it ceases to be outstanding unless the Property
Trustee receives proof satisfactory to it that the replaced, paid or
purchased Capital Security is held by a bona fide purchaser.

If Capital Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions
on them shall cease to accumulate.

A Capital Security does not cease to be outstanding because one
of the Trust, the Sponsor or an Affiliate of the Sponsor holds the
Security.

SECTION 7.8 Capital Securities in Treasury.
------------------------------

In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Capital
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor,
as the case may be, shall be disregarded and deemed not to be outstanding,
except that for the purposes of determining whether the Property Trustee
shall be fully protected in relying on any such direction, waiver or
consent, only Securities which the Property Trustee actually knows are so
owned shall be so disregarded.

SECTION 7.9 Temporary Securities.
--------------------

(a) Until Definitive Securities are ready for delivery, the
Trust may prepare and, in the case of the Capital Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form of Definitive Securities but may have
variations that the Trust considers appropriate for temporary Securities.
Without unreasonable delay, the Trust shall prepare and, in the case of
the Capital Securities, the Property Trustee shall authenticate Definitive
Securities in exchange for temporary Securities.

(b) A Global Capital Security deposited with the Clearing
Agency or with the Property Trustee as custodian for the Clearing Agency
pursuant to Section 7.3 shall be transferred to the beneficial owners
thereof in the form of certificated Capital Securities only if such
transfer complies with Section 9.2 and (i) the Clearing Agency notifies
the Company that it is unwilling or unable to continue as Clearing Agency
for such Global Capital Security or if at any time such Clearing Agency
ceases to be a "clearing agency" registered under the Exchange Act and a
clearing agency is not appointed by the Sponsor within 90 days of such
notice, (ii) a Default or an Event of Default has occurred and is
continuing or (iii) the Trust at its sole discretion elects to cause the
issuance of certificated Capital Securities.

(c) Any Global Capital Security that is transferable to the
beneficial owners thereof in the form of certificated Capital Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency
to the Property Trustee located in the Borough of Manhattan, The City of
New York, to be so transferred, in whole or from time to time in part,
without charge, and the Property Trustee shall authenticate and make
available for delivery, upon such transfer of each portion of such Global
Capital Security, an equal aggregate liquidation amount of Securities of
authorized denominations in the form of certificated Capital Securities.
Any portion of a Global Capital Security transferred pursuant to this
Section shall be registered in such names as the Clearing Agency shall
direct. Any Capital Security in the form of certificated Capital
Securities delivered in exchange for an interest in the Restricted Global
Capital Security shall, except as otherwise provided by Sections 7.3 and
9.1, bear the Restricted Securities Legend set forth in Exhibit A-1
hereto.

(d) Subject to the provisions of Section 7.9(c), the Holder of
a Global Capital Security may grant proxies and otherwise authorize any
person, including Participants and persons that may hold interests through
Participants, to take any action which such Holder is entitled to take
under this Declaration or the Securities.

(e) In the event of the occurrence of any of the events
specified in Section 7.9(b), the Trust will promptly make available to the
Property Trustee a reasonable supply of certificated Capital Securities in
fully registered form without distribution coupons.

SECTION 7.10 Cancellation.
------------

The Trust at any time may deliver Capital Securities to the
Property Trustee for cancellation. The Registrar, Paying Agent and
Exchange Agent shall forward to the Property Trustee any Capital
Securities surrendered to them for registration of transfer, redemption,
exchange or payment. The Property Trustee shall promptly cancel all
Capital Securities, surrendered for registration of transfer, redemption,
exchange, payment, replacement or cancellation and shall dispose of
cancelled Capital Securities as the Trust directs, provided that the
Property Trustee shall not be obligated to destroy Capital Securities.
The Trust may not issue new Capital Securities to replace Capital
Securities that it has paid or that have been delivered to the Property
Trustee for cancellation or that any holder has exchanged.

SECTION 7.11 CUSIP Numbers.
-------------

The Trust in issuing the Capital Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Property Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders
of Capital Securities; provided that any such notice may state that no
--------
representation is made as to the correctness of such numbers either as
printed on the Capital Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other
identification numbers printed on the Capital Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers. The Sponsor will promptly notify the Property Trustee of any
change in the CUSIP numbers.

ARTICLE VIII
TERMINATION OF TRUST

SECTION 8.1 Termination of Trust.
--------------------

(a) The Trust shall automatically terminate:

(i) upon the bankruptcy of the Sponsor;

(ii) upon the filing of a certificate of dissolution or
liquidation or its equivalent with respect to the Sponsor; or the
revocation of the Sponsor's charter and the expiration of 90 days
after the date of revocation without a reinstatement thereof;

(iii) following the distribution of a Like Amount of the
Debentures to the Holders of the Securities, provided that, the
Property
-------- ----
Trustee has received written notice from the Sponsor directing the
Property Trustee to terminate the Trust (which direction is optional, and
except as otherwise expressly provided below, within the discretion of the
Sponsor) and provided, further, that such direction and such distribution
is conditioned
-------- -------
on (i) the prior approval of the Federal Reserve Board if such approval is
then required under applicable capital guidelines or policies of the
Federal Reserve Board, (ii) the Administrative Trustees' receipt of an
opinion of an independent tax counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on published rulings of the
Internal Revenue Service, to the effect that the Holders of the Securities
will not recognize any gain or loss for United States federal income tax
purposes as a result of the dissolution of the Trust and the distribution
of Debentures;

(iv) upon the entry of a decree of judicial dissolution of the
Trust by a court of competent jurisdiction;

(v) when all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall
have been paid to the Holders in accordance with the terms of the
Securities;

(vi) upon the repayment of the Debentures or at such time as no
Debentures are outstanding; or

(vii) the expiration of the term of the Trust provided in
Section 3.14.

(b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Administrative Trustees shall file a
certificate of cancellation with the Secretary of State of the State of
Delaware.

ARTICLE IX
TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities.
----------------------

(a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and
in the terms of the Securities. Any transfer or purported transfer of any
Security not made in accordance with this Declaration shall be null and
void.

(b) Subject to this Article IX, Capital Securities may only be
transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration. Any transfer or purported
transfer of any security not made in accordance with this Declaration
shall be null and void.
(c) The Sponsor may not transfer the Common Securities.

(d) The Administrative Trustees shall provide for the
registration of Securities and of the transfer of Securities, which will
be effected without charge but only upon payment (with such indemnity as
the Administrative Trustees may require) in respect of any tax or other
governmental charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Securities, the
Administrative Trustees shall cause one or more new Securities to be
issued in the name of the designated transferee or transferees. Every
Security surrendered for registration of transfer shall be accompanied by
a written instrument of transfer in form satisfactory to the
Administrative Trustees duly executed by the Holder or such Holder's
attorney duly authorized in writing. Each Security surrendered for
registration of transfer shall be canceled by the Administrative Trustees.
A transferee of a Security shall be entitled to the rights and subject to
the obligations of a Holder hereunder upon the receipt by such transferee
of a Security. By acceptance of a Security, each transferee shall be
deemed to have agreed to be bound by this Declaration.

SECTION 9.2 Transfer Procedures and Restrictions
------------------------------------

(a) General. Except as otherwise provided in Section 9.2(b),
if
-------
Capital Securities are issued upon the transfer, exchange or replacement
of Capital Securities bearing the Restricted Securities Legend set forth
in Exhibit A-1 hereto, or if a request is made to remove such Restricted
Securities Legend on Capital Securities, the Capital Securities so issued
shall bear the Restricted Securities Legend, or the Restricted Securities
Legend shall not be removed, as the case may be, unless there is delivered
to the Trust and the Property Trustee such satisfactory evidence, which
shall include an Opinion of Counsel licensed to practice law in the State
of New York, as may be reasonably required by the Sponsor and the Property
Trustee, that neither the legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof are made
pursuant to an exception from the registration requirements of the
Securities Act or, with respect to Restricted Securities, that such
Securities are not "restricted" within the meaning of Rule 144. Upon
provision of such satisfactory evidence, the Property Trustee, at the
written direction of the Trust, shall authenticate and deliver Capital
Securities that do not bear the legend.

(b) Transfers After Effectiveness of a Registration Statement.
---------------------------------------------------------
After the effectiveness of a Registration Statement with respect to any
Capital Securities, all requirements pertaining to legends on such Capital
Securities will cease to apply, and beneficial interests in a Capital
Security in global form without legends will be available to transferees
of such Capital Securities, upon exchange of the transferring holder's
Restricted Definitive Capital Security or directions to transfer such
Holder's beneficial interest in the Rule 144A Global Capital Security or
the Regulation S Global Capital Security, as the case may be. No such
transfer or exchange of a Restricted Definitive Capital Security or of an
interest in the Rule 144A Global Capital Security or the Regulation S
Global Capital Security shall be effective unless the transferor delivers
to the Trust a certificate in a form substantially similar to that
attached hereto as the "Form of Assignment" in Exhibit A-1. Except as
otherwise provided in Section 9.2(m), after the effectiveness of a
Registration Statement, the Trust shall issue and the Property Trustee,
upon a written order of the Trust signed by one Administrative Trustee,
shall authenticate a Capital Security in global form without the
Restricted Securities Legend (the "Unrestricted Global Capital Security")
to deposit with the Clearing Agency to evidence transfers of beneficial
interests from the (i) Rule 144A Global Capital Security or the Regulation
S Global Capital Security and (ii) Restricted Definitive Capital
Securities.

(c) Transfer and Exchange of Definitive Capital Securities.
When
------------------------------------------------------
Definitive Capital Securities are presented to the Registrar or co-
Registrar

(x) to register the transfer of such Definitive Capital
Securities; or

(y) to exchange such Definitive Capital Securities which became
mutilated, destroyed, defaced, stolen or lost, for an equal number of
Definitive Capital Securities,

the Registrar or co-registrar shall register the transfer or make the
exchange as requested if its reasonable requirements for such transaction
are met; provided, however, that the Definitive Capital Securities
surrendered
-------- -------
for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Trust
and the Registrar or co-registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing; and

(ii) in the case of Definitive Capital Securities that are
Restricted Definitive Capital Securities:

(A) if such Restricted Capital Securities are being
delivered to the Registrar by a Holder for registration in the
name of such Holder, without transfer, a certification from such
Holder to that effect; or

(B) if such Restricted Capital Securities are being
transferred: (i) a certification from the transferor in a form
substantially similar to that attached hereto as the "Form of
Assignment" in Exhibit A-1, and (ii) if the Trust or Registrar
so requests, evidence reasonably satisfactory to them as to the

compliance with the restrictions set forth in the Restricted
Securities Legend.

(d) Restrictions on Transfer of a Definitive Capital Security
for
-----------------------------------------------------------
--
a Beneficial Interest in a Global Capital Security. A Definitive Capital
--------------------------------------------------
Security may not be exchanged for a beneficial interest in a Global
Capital Security except upon satisfaction of the requirements set forth
below. Upon receipt by the Property Trustee of a Definitive Capital
Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Property Trustee, together with:

(i) if such Definitive Capital Security is a Restricted Capital
Security, certification (in a form substantially similar to that
attached hereto as the "Form of Assignment" in Exhibit A-1);
provided, however, that such Definitive Capital Security may only be
exchanged for an interest in a Regulation S Global Security where
such Definitive Capital Security is being transferred pursuant to
Regulation S or Rule 144 (if available); and

(ii) whether or not such Definitive Capital Security is a
Restricted Capital Security, written instructions directing the
Property Trustee to make, or to direct the Clearing Agency to make,
an adjustment on its books and records with respect to the
appropriate Global Capital Security to reflect an increase in the
number of the Capital Securities represented by such Global Capital
Security,

then the Property Trustee shall cancel such Definitive Capital Security
and cause, or direct the Clearing Agency to cause, the aggregate number of
Capital Securities represented by the appropriate Global Capital Security
to be increased accordingly. If no Global Capital Securities are then
outstanding, the Trust shall issue and the Property Trustee shall
authenticate, upon written order of any Administrative Trustee, an
appropriate number of Capital Securities in global form.

(e) Transfer and Exchange of Global Capital Securities.
Subject
--------------------------------------------------
to Section 9.02(f), the transfer and exchange of Global Capital Securities
or beneficial interests therein shall be effected through the Clearing
Agency, in accordance with this Declaration (including applicable
restrictions on transfer set forth herein, if any) and the procedures of
the Clearing Agency therefor.

(f) Transfer of a Beneficial Interest in a Global Capital
Security
-----------------------------------------------------------
---
for a Definitive Capital Security.
---------------------------------
(i) Any person having a beneficial interest in a Global Capital
Security may upon request, but only upon 20 days prior notice to the
Property Trustee, and if accompanied by the information specified
below, exchange such beneficial interest for a Definitive Capital
Security representing the same number of Capital Securities. Upon
receipt by the Property Trustee from the Clearing Agency or its
nominee on behalf of any Person having a beneficial interest in a
Global Capital Security of written instructions or such other form of
instructions as is customary for the Clearing Agency or the person
designated by the Clearing Agency as having such a beneficial
interest in a Restricted Capital Security and a certification from
the transferor (in a form substantially similar to that attached
hereto as the "Form of Assignment" in Exhibit A-1), which may be
submitted by facsimile, then the Property Trustee will cause the
aggregate number of Capital Securities represented by Global Capital
Securities to be reduced on its books and records and, following such
reduction, the Trust will execute and the Property Trustee will
authenticate and make available for delivery to the transferee a
Definitive Capital Security.

(ii) Definitive Capital Securities issued in exchange for a
beneficial interest in a Global Capital Security pursuant to this
Section 9.2(f) shall be registered in such names and in such
authorized denominations as the Clearing Agency, pursuant to
instructions from its Participants or indirect participants or
otherwise, shall instruct the Property Trustee in writing. The
Property Trustee shall deliver such Capital Securities to the persons
in whose names such Capital Securities are so registered in
accordance with such instructions of the Clearing Agency.

(g) Restrictions on Transfer and Exchange of Global Capital
-------------------------------------------------------
Securities. Notwithstanding any other provisions of this Declaration
(other
----------
than the provisions set forth in subsection (h) of this Section 9.2), a
Global Capital Security may not be transferred as a whole except by the
Clearing Agency to a nominee of the Clearing Agency or another nominee of
the Clearing Agency or by the Clearing Agency or any such nominee to a
successor Clearing Agency or a nominee of such successor Clearing Agency.

Prior to the expiration of the restricted period, as
contemplated by Regulation S, beneficial interests in the Regulation S
Global Capital Security may be exchanged for beneficial interests in the
Rule 144A Global Capital Security only if such exchange occurs in
connection with a transfer of the Capital Securities pursuant to Rule 144A
and the transferor first delivers to the Property Trustee a written
certificate (in a form substantially similar to that attached hereto as
the "Form of Assignment" in Exhibit A-1) to the effect that the Capital
Securities are being transferred to a person who the transferor reasonably
believes is a QIB, purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A and in accordance
with all applicable securities laws of the states of the United States and
other jurisdictions.
Beneficial interests in the Rule 144A Global Capital Security
may be transferred to a person who takes delivery in the form of an
interest in the Regulation S Global Capital Security, whether before or
after the expiration of such restricted period, as contemplated by
Regulation S, only if the transferor first delivers to the Property
Trustee a written certificate (in a form substantially similar to that
attached hereto as the "Form of Assignment" in Exhibit A-1) to the effect
that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if available) and that, if such transfer occurs
prior to the expiration of such restricted period, the interest
transferred will be held immediately thereafter through Euroclear or
CEDEL.

(h) Authentication of Definitive Capital Securities. If at any
-----------------------------------------------
time:

(i) there occurs a Default or an Event of Default which is
continuing, or

(ii) the Trust, in its sole discretion, notifies the Property
Trustee in writing that it elects to cause the issuance of Definitive
Capital Securities under this Declaration,

then the Trust will execute, and the Property Trustee, upon receipt of a
written order of the Trust signed by one Administrative Trustee requesting
the authentication and delivery of Definitive Capital Securities to the
Persons designated by the Trust, will authenticate and make available for
delivery Definitive Capital Securities, equal in number to the number of
Capital Securities represented by the Global Capital Securities, in
exchange for such Global Capital Securities.

(i) Legend.
------

(i) Except as permitted by the following paragraph (ii), each
Capital Security certificate evidencing the Global Capital Securities
and the Definitive Capital Securities (and all Capital Securities
issued in exchange therefor or substitution thereof) shall bear a
legend (the "Restricted Securities Legend") in substantially the
following form:

THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS CAPITAL
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
THIS CAPITAL SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS
AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF
AND THE LAST DATE ON WHICH THE CORPORATION OR ANY
"AFFILIATE" OF THE CORPORATION WAS THE OWNER OF THIS
CAPITAL SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL
SECURITY) ONLY (A) TO THE CORPORATION, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS
THIS CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"),
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE
RIGHT OF THE TRUST AND THE CORPORATION PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (ii) PURSUANT TO
CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THE REVERSE OF THIS CAPITAL
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE
TO THE TRUST. SUCH HOLDER FURTHER AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.

and in the case of the Regulation S Global Capital Security

THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

(ii) Upon any sale or transfer of a Restricted Capital Security
(including any Restricted Capital Security represented by a Global
Capital Security) pursuant to an effective registration statement
under the Securities Act or pursuant to Rule 144 under the Securities
Act after such registration statement ceases to be effective:

(A) in the case of any Restricted Capital Security that is
a Definitive Capital Security, the Registrar shall permit the
Holder thereof to exchange such Restricted Capital Security for
a Definitive Capital Security that does not bear the Restricted
Securities Legend and rescind any restriction on the transfer of
such Restricted Capital Security; and

(B) in the case of any Restricted Capital Security that is
represented by a Global Capital Security, the Registrar shall
permit the Holder of such Global Capital Security to exchange
such Global Capital Security for another Global Capital Security
that does not bear the Restricted Securities Legend.

(j) Cancellation or Adjustment of Global Capital Security. At
-----------------------------------------------------
such time as all beneficial interests in a Global Capital Security have
either been exchanged for Definitive Capital Securities to the extent
permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global Capital
Security shall be returned to the Clearing Agency for cancellation or
retained and canceled by the Property Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Capital Security is
exchanged for Definitive Capital Securities, Capital Securities
represented by such Global Capital Security shall be reduced and an
adjustment shall be made on the books and records of the Property Trustee
(if it is then the custodian for such Global Capital Security) with
respect to such Global Capital Security, by the Property Trustee or the
Securities Custodian, to reflect such reduction.

(k) Obligations with Respect to Transfers and Exchanges of
------------------------------------------------------
Capital Securities.
------------------

(i) To permit registrations of transfers and exchanges, the
Trust shall execute and the Property Trustee shall authenticate
Definitive Capital Securities and Global Capital Securities at the
Registrar's or co-Registrar's request in accordance with the terms of
this Declaration.

(ii) Registrations of transfers or exchanges will be effected
without charge, but only upon payment (with such indemnity as the
Trust or the Sponsor may require) in respect of any tax or other
governmental charge that may be imposed in relation to it.

(iii) The Registrar or co-registrar shall not be required to
register the transfer of or exchange of (a) Capital Securities during
a period beginning at the opening of business 15 days before the day
of mailing of a notice of redemption or any notice of selection of
Capital Securities for redemption and ending at the close of business
on the day of such mailing; or (b) any Capital Security so selected
for redemption in whole or in part, except the unredeemed portion of
any Capital Security being redeemed in part.

(iv) Prior to the due presentation for registrations of transfer
of any Capital Security, the Trust, the Property Trustee, the Paying
Agent, the Registrar or any co-registrar may deem and treat the
person in whose name a Capital Security is registered as the absolute
owner of such Capital Security for the purpose of receiving
Distributions on such Capital Security and for all other purposes
whatsoever, and none of the Trust, the Property Trustee, the Paying
Agent, the Registrar or any co-registrar shall be affected by notice
to the contrary.

(v) All Capital Securities issued upon any transfer or exchange
pursuant to the terms of this Declaration shall evidence the same
security and shall be entitled to the same benefits under this
Declaration as the Capital Securities surrendered upon such transfer
or exchange.

(l) No Obligation of the Property Trustee.
-------------------------------------

(i) The Property Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Capital Security, a
Participant in the Clearing Agency or other Person with respect to
the accuracy of the records of the Clearing Agency or its nominee or
of any Participant thereof, with respect to any ownership interest in
the Capital Securities or with respect to the delivery to any
Participant, beneficial owner or other Person (other than the
Clearing Agency) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Capital
Securities. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Capital
Securities shall be given or made only to or upon the order of the
registered Holders (which shall be the Clearing Agency or its nominee
in the case of a Global Capital Security). The rights of beneficial
owners in any Global Capital Security shall be exercised only through
the Clearing Agency subject to the applicable rules and procedures of
the Clearing Agency. The Property Trustee may conclusively rely and
shall be fully protected in relying upon information furnished by the
Clearing Agency or any agent thereof with respect to its Participants
and any beneficial owners.

(ii) The Property Trustee and Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Declaration or under
applicable law with respect to any transfer of any interest in any
Capital Security (including any transfers between or among Clearing
Agency Participants or beneficial owners in any Global Capital
Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to
do so if and when expressly required by, the terms of this
Declaration, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.
(m) Exchange of Series A Capital Securities for Series B
----------------------------------------------------
Capital Securities. The Series A Capital Securities may be exchanged for
------------------
Series B Securities pursuant to the terms of the Exchange Offer. The
Trustee shall make the exchange as follows:

The Sponsor shall present the Property Trustee with an Officers'
Certificate certifying the following:

(A) upon issuance of the Series B Capital Securities, the
transactions contemplated by the Exchange Offer have
been consummated; and

(B) the number of Series A Capital Securities properly
tendered in the Exchange Offer that are represented by
a Global Capital Security and the number of Series A
Capital Securities properly tendered in the Exchange
Offer that are represented by Definitive Capital
Securities, the name of each Holder of such Definitive
Capital Securities, the liquidation amount of Capital
Securities properly tendered in the Exchange Offer by
each such Holder and the name and address to which
Definitive Capital Securities for Series B Capital
Securities shall be registered and sent for each such
Holder.

The Property Trustee, upon receipt of (i) such Officers'
Certificate, (ii) an Opinion of Counsel (x) to the effect that the Series
B Capital Securities have been registered under Section 5 of the
Securities Act and the Indenture has been qualified under the Trust
Indenture Act and (y) with respect to the matters set forth in Section
3(p) of the Registration Rights Agreement and (iii) a Company Order, shall
authenticate (A) a Global Capital Security for Series B Capital Securities
in aggregate liquidation amount equal to the aggregate liquidation amount
of Series A Capital Securities represented by a Global Capital Security
indicated in such Officers' Certificate as having been properly tendered
and (B) Definitive Capital Securities representing Series B Capital
Securities registered in the names of, and in the liquidation amounts
indicated in such Officers' Certificate.

If, upon consummation of the Exchange Offer, less than all the
outstanding Series A Capital Securities shall have been properly tendered
and not withdrawn, the Property Trustee shall make an endorsement on the
Global Capital Security for Series A Capital Securities indicating the
reduction in the number and aggregate liquidation amount represented
thereby as a result of the Exchange Offer.

The Trust shall deliver such Definitive Capital Securities for
Series B Capital Securities to the Holders thereof as indicated in such
Officers' Certificate.

(n) Minimum Transfers. Series A Capital Securities may only be
-----------------
transferred in minimum blocks of $100,000 aggregate liquidation amount
until such Series A Capital Securities are registered pursuant to an
effective registration statement filed under the Securities Act.

SECTION 9.3 Deemed Security Holders.
-----------------------

The Trustees may treat the Person in whose name any Security
shall be registered on the books and records of the Trust as the sole
owner of such Security for purposes of receiving Distributions and for all
other purposes whatsoever and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Security on
the part of any Person, whether or not the Trust shall have actual or
other notice thereof.

SECTION 9.4 Book Entry Interests.
--------------------

Global Capital Securities shall initially be registered on the
books and records of the Trust in the name of Cede & Co., the nominee of
the Clearing Agency, and no Capital Security Beneficial Owner will receive
a definitive Capital Security Certificate representing such Capital
Security Beneficial Owner's interests in such Global Capital Securities,
except as provided in Section 9.2. Unless and until definitive, fully
registered Capital Securities certificates have been issued to the Capital
Security Beneficial Owners pursuant to Section 9.2:

(a) the provisions of this Section 9.4 shall be in full force
and effect;

(b) the Trust and the Trustees shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including
the payment of Distributions on the Global Capital Securities and
receiving approvals, votes or consents hereunder) as the Holder of
the Capital Securities and the sole holder of the Global Certificates
and shall have no obligation to the Capital Security Beneficial
Owners;

(c) to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the
provisions of this Section 9.4 shall control; and

(d) the rights of the Capital Security Beneficial Owners shall
be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Capital Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants and receive and transmit payments of Distributions on
the Global Certificates to such Clearing Agency Participants. DTC
will make book entry transfers among the Clearing Agency
Participants.

SECTION 9.5 Notices to Clearing Agency.
--------------------------

Whenever a notice or other communication to the Capital Security
Holders is required under this Declaration, the Trustees shall give all
such notices and communications specified herein to be given to the
Holders of Global Capital Securities to the Clearing Agency, and shall
have no notice obligations to the Capital Security Beneficial Owners.

SECTION 9.6 Appointment of Successor Clearing Agency.
----------------------------------------

If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Capital Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Capital Securities.

ARTICLE X
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability.
---------

(a) Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall
not be:

(i) personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders of the
Securities which shall be made solely from assets of the Trust; and

(ii) be required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or otherwise.

(b) The Sponsor shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to
the extent not satisfied out of the Trust's assets.

(c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Capital Securities shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of
Delaware.

SECTION 10.2 Exculpation.
-----------

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of
the Trust and in a manner such Indemnified Person reasonably believed to
be within the scope of the authority conferred on such Indemnified Person
by this Declaration or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's gross negligence or willful misconduct with respect
to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders of
Securities might properly be paid.

SECTION 10.3 Fiduciary Duty.
--------------

(a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to any other Covered Person, an Indemnified Person
acting under this Declaration shall not be liable to the Trust or to any
other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise
existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified
Person.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between
any Covered Persons; or

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such conflict,
agreement, transaction or situation and the benefits and burdens relating
to such interests, any customary or accepted industry practices, and any
applicable generally accepted accounting practices or principles. In the
absence of bad faith by the Indemnified Person, the resolution, action or
term so made, taken or provided by the Indemnified Person shall not
constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person
at law or in equity or otherwise.

(i) in its "discretion" or under a grant of similar authority,
the Indemnified Person shall be entitled to consider such interests
and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest
of or factors affecting the Trust or any other Person; or

(ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall
not be subject to any other or different standard imposed by this
Declaration or by applicable law.

SECTION 10.4 Indemnification.
---------------

(a) (i) The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person against expenses (including attorneys'
fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the Trust, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
Company Indemnified Person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.

(ii) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Trust to
procure a judgment in its favor by reason of the fact that he is or
was a Company Indemnified Person against expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust and except
that no such indemnification shall be made in respect of any claim,
issue or matter as to which such Company Indemnified Person shall
have been adjudged to be liable to the Trust unless and only to the
extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.

(iii) To the extent that a Company Indemnified Person shall
be successful on the merits or otherwise (including dismissal of an
action without prejudice or the settlement of an action without
admission of liability) in defense of any action, suit or proceeding
referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
defense of any claim, issue or matter therein, he shall be
indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection therewith.

(iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the
Debenture Issuer only as authorized in the specific case upon a
determination that indemnification of the Company Indemnified Person
is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made (1) by the Administrative Trustees by a
majority vote of a quorum consisting of such Administrative Trustees
who were not parties to such action, suit or proceeding, (2) if such
a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Administrative Trustees so directs, by independent
legal counsel in a written opinion, or (3) by the Common Security
Holder of the Trust.

(v) Expenses (including attorneys' fees and expenses) incurred
by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred
to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid
by the Debenture Issuer in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such Company Indemnified Person to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section
10.4(a). Notwithstanding the foregoing, no advance shall be made by
the Debenture Issuer if a determination is reasonably and promptly
made (i) by the Administrative Trustees by a majority vote of a
quorum of disinterested Administrative Trustees, (ii) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Administrative Trustees so directs, by independent
legal counsel in a written opinion or (iii) the Common Security
Holder of the Trust, that, based upon the facts known to the
Administrative Trustees, counsel or the Common Security Holder at the
time such determination is made, such Company Indemnified Person
acted in bad faith or in a manner that such person did not believe to
be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Company Indemnified
Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where
the Administrative Trustees, independent legal counsel or Common
Security Holder reasonably determine that such person deliberately
breached his duty to the Trust or its Common or Capital Security
Holders.
(vi) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section
10.4(a) shall not be deemed exclusive of any other rights to which
those seeking indemnification and advancement of expenses may be
entitled under any agreement, vote of stockholders or disinterested
directors of the Debenture Issuer or Capital Security Holders of the
Trust or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office. All rights
to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Debenture Issuer and each Company
Indemnified Person who serves in such capacity at any time while this
Section 10.4(a) is in effect. Any repeal or modification of this
Section 10.4(a) shall not affect any rights or obligations then
existing.

(vii) The Debenture Issuer or the Trust may purchase and
maintain insurance on behalf of any person who is or was a Company
Indemnified Person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Debenture Issuer would have the power to
indemnify him against such liability under the provisions of this
Section 10.4(a).

(viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving
entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any
person who is or was a director, trustee, officer or employee of such
constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent
of another entity, shall stand in the same position under the
provisions of this Section 10.4(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent
entity if its separate existence had continued.

(ix) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 10.4(a) shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Company Indemnified Person and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

(b) The Debenture Issuer agrees to indemnify the (i) Property
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property
Trustee and the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Property Trustee and the Delaware Trustee (each
of the Persons in (i) through (iv) being referred to as a "Fiduciary
Indemnified Person") for, and to hold each Fiduciary Indemnified Person
harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the
satisfaction and discharge of this Declaration.

SECTION 10.5 Outside Businesses.
------------------

Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others,
similar or dissimilar to the business of the Trust, and the Trust and the
Holders of Securities shall have no rights by virtue of this Declaration
in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with
the business of the Trust, shall not be deemed wrongful or improper. No
Covered Person, the Sponsor, the Delaware Trustee, or the Property Trustee
shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment or
other opportunity. Any Covered Person, the Delaware Trustee and the
Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act
as depositary for, trustee or agent for, or act on any committee or body
of holders of, securities or other obligations of the Sponsor or its
Affiliates.

ARTICLE XI
ACCOUNTING

SECTION 11.1 Fiscal Year.
-----------

The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.

SECTION 11.2 Certain Accounting Matters.
--------------------------

(a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of
account, records and supporting documents, which shall reflect in
reasonable detail, each transaction of the Trust. The books of account
shall be maintained on the accrual method of accounting, in accordance
with generally accepted accounting principles, consistently applied. The
Trust shall use the accrual method of accounting for United States federal
income tax purposes. The books of account and the records of the Trust
shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants
selected by the Administrative Trustees.

(b) The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the
end of each Fiscal Year of the Trust, annual financial statements of the
Trust, including a balance sheet of the Trust as of the end of such Fiscal
Year, and the related statements of income or loss;

(c) The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, any annual United
States federal income tax information statement, required by the Code,
containing such information with regard to the Securities held by each
Holder as is required by the Code and the Treasury Regulations.
Notwithstanding any right under the Code to deliver any such statement at
a later date, the Administrative Trustees shall endeavor to deliver all
such information statements within 30 days after the end of each Fiscal
Year of the Trust.

(d) The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States
federal income tax return, on a Form 1041 or such other form required by
United States federal income tax law, and any other annual income tax
returns required to be filed by the Administrative Trustees on behalf of
the Trust with any state or local taxing authority.

SECTION 11.3 Banking.
-------

The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all
-------- -------
payments of funds in respect of the Debentures held by the Property
Trustee shall be made directly to the Property Trustee Account and no
other funds of the Trust shall be deposited in the Property Trustee
Account. The sole signatories for such accounts shall be designated by
the Administrative Trustees; provided, however, that the Property Trustee
-------- -------
shall designate the signatories for the Property Trustee Account.

SECTION 11.4 Withholding.
-----------

The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Trust to assist it in determining
the extent of, and in fulfilling, its withholding obligations. The
Administrative Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the
Holder to applicable jurisdictions. To the extent that the Trust is
required to withhold and pay over any amounts to any authority with
respect to Distributions or allocations to any Holder, the amount withheld
shall be deemed to be a Distribution in the amount of the withholding to
the Holder. In the event of any claimed over withholding, Holders shall
be limited to an action against the applicable jurisdiction. If the
amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.

ARTICLE XII
AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments.
----------

(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended
by a written instrument approved and executed by:

(i) the Administrative Trustees (or if there are more than two
Administrative Trustees a majority of the Administrative Trustees);

(ii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property
Trustee; and

(iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware
Trustee.

(b) No amendment shall be made, and any such purported
amendment shall be void and ineffective:

(i) unless, in the case of any proposed amendment, the Property
Trustee shall have first received an Officers' Certificate from each
of the Trust and the Sponsor that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms of
the Securities);

(ii) unless, in the case of any proposed amendment which affects
the rights, powers, duties, obligations or immunities of the Property
Trustee, the Property Trustee shall have first received:

(A) an Officers' Certificate from each of the Trust and
the Sponsor that such amendment is permitted by, and conforms
to, the terms of this Declaration (including the terms of the
Securities); and

(B) an opinion of counsel (who may be counsel to the
Sponsor or the Trust) that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms
of the Securities),

provided, however, that the Property Trustee shall not be required to
-------- -------
sign any such amendment, and

(iii) to the extent the result of such amendment would be
to:

(A) cause the Trust to fail to continue to be classified
for purposes of United States federal income taxation as a
grantor trust;

(B) reduce or otherwise adversely affect the powers of the
Property Trustee in contravention of the Trust Indenture Act; or

(c) At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only
with such additional requirements as may be set forth in the terms of such
Securities;

(d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

(e) Article Four shall not be amended without the consent of
the Holders of a Majority in liquidation amount of the Common Securities
and;

(f) The rights of the holders of the Common Securities under
Article Five to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Common Securities; and

(g) Notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

(i) cure any ambiguity, correct or supplement any provision in
this Declaration that may be inconsistent with any other provision of
this Declaration or to make any other provisions with respect to
matters or questions arising under this Declaration which shall not
be inconsistent with the other provisions of the Declaration; and

(ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the
Trust will be classified for United States federal income tax
purposes as a grantor trust at all times that any Securities are
outstanding or to ensure that the Trust will not be required to
register as an Investment Company under the Investment Company Act.

provided, however, that in the case of clause (i), such action shall not
-------- -------
adversely affect in any material respect the interests of the Holders of
the Securities, and any amendments of this Declaration shall become
effective when notice thereof is given to the Holders of the Securities.

SECTION 12.2 Meetings of the Holders of Securities; Action by Written
--------------------------------------------------------
Consent.
-------

(a) Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the
terms of the Securities) to consider and act on any matter on which
Holders of such class of Securities are entitled to act under the terms of
this Declaration, the terms of the Securities or the rules of any stock
exchange on which the Capital Securities are listed or admitted for
trading. The Administrative Trustees shall call a meeting of the Holders
of such class if directed to do so by the Holders of at least 10% in
liquidation amount of such class of Securities. Such direction shall be
given by delivering to the Administrative Trustees one or more notice in a
writing stating that the signing Holders of Securities wish to call a
meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders of Securities calling a meeting
shall specify in writing the Security Certificates held by the Holders of
Securities exercising the right to call a meeting and only those
Securities specified shall be counted for purposes of determining whether
the required percentage set forth in the second sentence of this paragraph
has been met.

(b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

(i) notice of any such meeting shall be given to all the
Holders of Securities having a right to vote thereat at least seven
days and not more than 60 days before the date of such meeting.
Whenever a vote, consent or approval of the Holders of Securities is
permitted or required under this Declaration or the rules of any
stock exchange on which the Capital Securities are listed or admitted
for trading, such vote, consent or approval may be given at a meeting
of the Holders of Securities. Any action that may be taken at a
meeting of the Holders of Securities may be taken without a meeting
if a consent in writing setting forth the action so taken is signed
by the Holders of Securities owning not less than the minimum amount
of Securities in liquidation amount that would be necessary to
authorize or take such action at a meeting at which all Holders of
Securities having a right to vote thereon were present and voting.
Prompt notice of the taking of action without a meeting shall be
given to the Holders of Securities entitled to vote who have not
consented in writing. The Administrative Trustees may specify that
any written ballot submitted to the Security Holder for the purpose
of taking any action without a meeting shall be returned to the Trust
within the time specified by the Administrative Trustees;

(ii) each Holder of a Security may authorize any Person to act
for it by proxy on all matters in which a Holder of Securities is
entitled to participate, including waiving notice of any meeting, or
voting or participating at a meeting. No proxy shall be valid after
the expiration of 11 months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the
pleasure of the Holder of Securities executing it. Except as
otherwise provided herein, all matters relating to the giving, voting
or validity of proxies shall be governed by the General Corporation
Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware
corporation and the Holders of the Securities were stockholders of a
Delaware corporation;

(iii) each meeting of the Holders of the Securities shall be
conducted by the Administrative Trustees or by such other Person that
the Administrative Trustees may designate; and

(iv) unless the Business Trust Act, this Declaration, the terms
of the Securities, the Trust Indenture Act or the listing rules of
any stock exchange on which the Capital Securities are then listed or
trading, otherwise provides,the Administrative Trustees, in their
sole discretion, shall establish all other provisions relating to
meetings of Holders of Securities, including notice of the time,
place or purpose of any meeting at which any matter is to be voted on
by any Holders of Securities, waiver of any such notice, action by
consent without a meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote.

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE
AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of Property Trustee.
--------------------------------------------------

The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Property Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Property Trustee's acceptance
of its appointment as Property Trustee that:

(a) The Property Trustee is a New York banking corporation with
trust powers and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;

(b) The execution, delivery and performance by the Property
Trustee of the Declaration has been duly authorized by all necessary
corporate action on the part of the Property Trustee. The Declaration has
been duly executed and delivered by the Property Trustee and constitutes a
legal, valid and binding obligation of the Property Trustee, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

(c) The execution, delivery and performance of this Declaration
by the Property Trustee does not conflict with or constitute a breach of
the charter or by-laws of the Property Trustee; and

(d) No consent, approval or authorization of, or registration
with or notice to, any New York State or federal banking authority is
required for the execution, delivery or performance by the Property
Trustee of this Declaration.

SECTION 13.2 Representations and Warranties of Delaware Trustee.
--------------------------------------------------

The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Delaware Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Delaware Trustee's acceptance
of its appointment as Delaware Trustee that:

(a) The Delaware Trustee is duly organized, validly existing
and in good standing under the laws of the State of Delaware, with trust
power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration;

(b) The execution, delivery and performance by the Delaware
Trustee of this Declaration has been duly authorized by all necessary
corporate action on the part of the Delaware Trustee. This Declaration
has been duly executed and delivered by the Delaware Trustee and
constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

(c) No consent, approval or authorization of, or registration
with or notice to, any federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee of this
Declaration; and

(d) The Delaware Trustee is a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which has
its principal place of business in the State of Delaware.

ARTICLE XIV
REGISTRATION RIGHTS

SECTION 14.1 Registration Rights Agreement; Liquidated Damages.
-------------------------------------------------

The Holders of the Capital Securities, the Debentures and the
Capital Securities Guarantee (collectively, the "Registrable Securities")
are entitled to the benefits of a Registration Rights Agreement. Pursuant
to the Registration Rights Agreement, the Sponsor and the Trust have
agreed for the benefit of the Holders of Registrable Securities that (i)
they will, at the Sponsor's cost, within 150 days after December 3, 1996
(the "Issue Date"), file a registration statement (the "Exchange
Registration Statement") relating an Exchange Offer pursuant to which each
issuer of such respective Registrable Securities would issue amounts of
such Registrable Securities as are accepted in the Exchange Offer which
shall be identical in all respects to those exchanged, except they will
have been registered under the Securities Act and will no longer be
subject to transfer restrictions under the Securities Act or the $100,000
minimum aggregate principal or liquidation amount transfer restriction
and, if required pursuant to the terms of the Registration Rights
Agreement, file a shelf registration statement (the "Shelf Registration
Statement") with the Commission with respect to resales of the Registrable
Securities, (ii) they will use their best efforts to cause such Exchange
Registration Statement and/or Shelf Registration Statement, as the case
requires, to be declared effective by the Commission within 180 days after
the Issue Date and (iii) they will use their best efforts to maintain the
Shelf Registration Statement, if any, continuously effective under the
Securities Act until the third anniversary of the effectiveness of the
Shelf Registration Statement or such earlier date as is provided in the
Registration Rights Agreement (the "Effectiveness Period"). All
references herein to such Registrable Securities shall be deemed to
include, as the context may require, the Registrable Securities into which
such Securities have been exchanged pursuant to the Exchange Registration
("Exchange Securities") and all reference to numbers or amounts of such
Securities shall be deemed to include, as the context may require, such
Exchanged Securities.

If (i) (A) neither the Exchange Offer Registration Statement nor
a Shelf Registration Statement is filed with the Commission on or
prior to the 150th day after the Issue Date or (B) notwithstanding
that the Debenture Issuer and the Trust have consummated or will
consummate an Exchange Offer, the Debenture Issuer and the Trust are
required to file a Shelf Registration Statement and such Shelf
Registration Statement is not filed on or prior to the date required
by the Registration Rights Agreement, then commencing on the day
after the applicable required filing date, additional Distributions
shall accumulate on the liquidation amount of the Capital Securities
at a rate of 0.25% per annum; or

(ii) (A) neither the Exchange Offer Registration Statement nor a
Shelf Registration Statement is declared effective by the Commission
on or prior to the 30th day after the applicable required filing date
or (B) notwithstanding that the Debenture Issuer and the Trust have
consummated or will consummate an Exchange Offer, the Debenture
Issuer and the Trust are required to file a Shelf Registration
Statement and such Shelf Registration Statement is not declared
effective by the Commission on or prior to the 30th day after the
date such Shelf Registration Statement was required to be file, then,
commencing on the 31st day after the applicable required filing date,
additional Distributions shall accumulate on the liquidation amount
of the Capital Securities at a rate of 0.25% per annum; or

(iii) (A) the Trust has not exchanged Exchange Capital
Securities for all Capital Securities or the Debenture Issuer has not
exchanged Exchange Guarantees or Exchange Subordinated Debentures for
all Guarantees or Subordinated Debentures validly tendered, in
accordance with the terms of the Exchange Offer on or prior to the
30th day after the date on which the Exchange Offer Registration
Statement was declared effective or (B) if applicable, the Shelf
Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be effective at any time prior to
the third anniversary of the Issue Date (other than after such time
as all Capital Securities have been disposed of thereunder or
otherwise cease to be Registrable Securities), additional
Distributions shall accumulate on the liquidation amount of the
Capital Securities at a rate of 0.25% per annum commencing on (x) the
31st day after such effective date, in the case of (A) above, or (y)
the day such Shelf Registration Statement ceases to be effective in
the case of (B) above;

provided, however, that the additional Distributions rate on the
-------- -------
liquidation amount of the Capital Securities may not exceed in the
aggregate 0.25% per annum; provided, further, however, that (1) upon the
filing of the Exchange Offer Registration Statement or a Shelf
Registration Statement (in the case of clause (i) above), (2) upon the
effectiveness of the Exchange Offer Registration Statement or a Shelf
Registration Statement (in the case of clause (ii) above), or (3) upon the
exchange of Exchange Capital Securities, Exchange Guarantees and Exchange
Subordinated Debentures for all Capital Securities, Guarantees and
Subordinated Debentures tendered (in the case of clause (iii)(A) above),
or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective (in the case of clause (iii)(B) above),
additional Distributions on the liquidation amount of the Capital
Securities as a result of such clause (or the relevant subclause thereof),
as the case may be, shall cease to accumulate.

Any amounts of additional Distributions due pursuant to clauses
(i), (ii) or (iii) above will be payable in cash on June 15 and December
15 of each year to the Holders on the first day of the month in which the
relevant Distribution date falls.

ARTICLE XV
MISCELLANEOUS

SECTION 15.1 Notices.
-------

All notices provided for in this Declaration shall be in
writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

(a) if given to the Trust, in care of the Administrative
Trustees at the Trust's mailing address set forth below (or such other
address as the Trust may give notice of to the Holders of the Securities):

BankBoston Capital Trust II
P.O. Box 2016
Boston, Massachusetts 02106-2016

Attention: Kathleen M. McGillycuddy, Administrative
Trustee

(b) if given to the Delaware Trustee, at the mailing address
set forth below (or such other address as Delaware Trustee may give notice
of to the Holders of the Securities):

The Bank of New York (Delaware)
23 White Clay Center
Route 273
Newark, Delaware 19711
Attention: Corporate Trust Department

(c) if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property
Trustee may give notice of to the Holders of the Securities):

The Bank of New York
101 Barclay Street, 21 West
New York, New York 10283

Attention: Corporate Trust
Trustee Administration

(d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as
the Holder of the Common Securities may give notice to the Trust):

Bank of Boston Corporation
100 Federal Street, MA BOS 01-25-01
Boston, Massachusetts 02110

Attention: Gary A. Spiess, General Counsel

(e) if given to any other Holder, at the address set forth on
the books and records of the Trust.

All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first
class mail, postage prepaid except that if a notice or other document is
refused delivery or cannot be delivered because of a changed address of
which no notice was given, such notice or other document shall be deemed
to have been delivered on the date of such refusal or inability to

deliver.

SECTION 15.2 Governing Law.
-------------

This Declaration and the rights of the parties hereunder shall
be governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws
without regard to principles of conflict of laws.

SECTION 15.3 Intention of the Parties.
------------------------

It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor
trust. The provisions of this Declaration shall be interpreted to further
this intention of the parties.

SECTION 15.4 Headings.
--------

Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.

SECTION 15.5 Successors and Assigns
----------------------

Whenever in this Declaration any of the parties hereto is named
or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by
the Sponsor and the Trustees shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed.

SECTION 15.6 Partial Enforceability.
----------------------

If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the
remainder of this Declaration, or the application of such provision to
persons or circumstances other than those to which it is held invalid,
shall not be affected thereby.

SECTION 15.7 Counterparts.
------------

This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature
pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.

IN WITNESS WHEREOF, the undersigned has caused these presents to
be executed as of the day and year first above written.

__________________________________
Robert T. Jefferson, as Administrative Trustee

__________________________________
Craig V. Starble, as Administrative Trustee

__________________________________
Kathleen M. McGillycuddy, as Administrative Trustee

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:
---------------------------------
Name:
Title:

THE BANK OF NEW YORK
as Property Trustee

By:
-------------------------------
Name:
Title:

BANK OF BOSTON CORPORATION
as Sponsor

By:
-------------------------------
Name: Kathleen M. McGillycuddy
Title: Group Director,
Asset/ Liability Management

ANNEX I

TERMS OF
73/4% SERIES A/SERIES B CAPITAL SECURITIES
73/4% COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration
of Trust, dated as of December 10, 1996 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Capital Securities and
the Common Securities (collectively, the "Securities") are set out below
(each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as
defined in the Offering Memorandum referred to below in Section 2(c) of
this Annex I):

1. Designation and Number.
----------------------

(a) Capital Securities. 250,000 Series A Capital Securities of
------------------
the Trust and 250,000 Series B Capital Securities of the Trust, each
series with an aggregate liquidation amount with respect to the assets of
the Trust of two hundred fifty million dollars ($250,000,000), plus up to
an additional 37,500 Series A Capital Securities of the Trust and 37,500
Series B Capital Securities, each series with an aggregate liquidation
amount with respect to the assets of the Trust of thirty-seven million
five hundred thousand dollars ($37,500,000) solely to cover
overallotments, as provided in the Purchase Agreement, and each with a
liquidation amount with respect to the assets of the Trust of $1,000 per
security, are hereby designated for the purposes of identification only as
"73/4% Series A Capital Securities" and "73/4% Series B Capital
Securities", respectively (collectively, the "Capital Securities"). The
certificates evidencing the Capital Securities shall be substantially in
the form of Exhibit A-1 to the Declaration, with such changes and
additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange
on which the Capital Securities are listed.

(b) Common Securities. 7,732 Common Securities of the Trust
-----------------
with an aggregate liquidation amount with respect to the assets of the
Trust of seven million seven hundred thirty-two thousand dollars
($7,732,000) (or up to an additional 1,160 Common Securities within an
aggregate liquidation amount with respect to the assets of the Trust of
one million one hundred sixty thousand dollars ($1,160,000) in the event
the overallotment option referred to above is exercised) and a liquidation
amount with respect to the assets of the Trust of $1,000 per security, are
hereby designated for the purposes of identification only as "73/4% Common
Securities" (the "Common Securities"). The certificates evidencing the
Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

2. Distributions.
-------------

(a) Distributions payable on each Security will be fixed at a
rate per annum of 73/4% (the "Coupon Rate") of the liquidation amount of
$1,000 per Security (the "Liquidation Amount"), such rate being the rate
of interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for more than one semi-annual period will bear
additional distributions thereon compounded semi-annually at the Coupon
Rate (to the extent permitted by applicable law). Pursuant to the
Registration Rights Agreement, in certain limited circumstances the
Debenture Issuer will be required to pay Liquidated Damages (as defined in
the Registration Rights Agreement) with respect to the Debentures. The
term "Distributions", as used herein, includes distributions of any such
interest and Liquidated Damages payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has funds on hand legally available therefor.

(b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid
or, if no Distributions have been paid, from December 10, 1996, and will
be payable semi-annually in arrears on June 15 and December 15 of each
year, commencing on June 15, 1997 (each, a "Distribution Date"), except as
otherwise described below. Distributions will be computed on the basis of
a 360-day year consisting of twelve 30-day months and for any period less
than a full calendar month on the basis of the actual number of days
elapsed in such month. As long as no Event of Default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under
the Indenture to defer payments of interest by extending the interest
payment period at any time and from time to time on the Debentures for a
period not exceeding 10 consecutive semi-annual periods, including the
first such semi-annual period during such period (each an "Extension
Period"), during which Extension Period no interest shall be due and
payable on the Debentures, provided that no Extension Period shall extend
-------- ----
beyond the Maturity Date of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral,
Distributions will continue to accumulate with additional Distributions
thereon (to the extent permitted by applicable law but not at a rate
greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded semi-annually during any such
Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period,
-------- ----
together with all such previous and further extensions within such
Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or
extend beyond the Maturity Date of the Debentures. Upon the termination
of any Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements.

(c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on
the first day of the month in which the relevant Distribution Date occurs,
which Distribution Dates correspond to the interest payment dates on the
Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Capital
Securities will be made as described under the heading "Description of the
Capital Securities -- Form, Denomination, Book-Entry Procedures and
Transfer" in the Offering Memorandum dated December 3, 1996, of the
Debenture Issuer and the Trust relating to the Securities and the
Debentures. The relevant record dates for the Common Securities shall be
the same as the record dates for the Capital Securities. Distributions
payable on any Securities that are not punctually paid on any Distribution
Date, as a result of the Debenture Issuer having failed to make a payment
under the Debentures, will cease to be payable to the Holder on the
relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance with
the Indenture. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution payable
on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such
delay), with the same force and effect as if made on such date.

(d) In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders of the
Securities.

3. Liquidation Distribution Upon Dissolution.
-----------------------------------------

In the event of any termination of the Trust or the Sponsor
otherwise gives notice of its election to liquidate the Trust pursuant to
Section 8.1(a)(iii) of the Declaration, the Trust shall be liquidated by
the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to
the Holders of the Securities a Like Amount (as defined below) of the
Debentures, unless such distribution is determined by the Property Trustee
not to be practicable, in which event such Holders will be entitled to
receive out of the assets of the Trust legally available for distribution
to Holders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the aggregate of the
liquidation amount of $1,000 per Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution").

"Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a Liquidation Amount equal to the principal
amount of Debentures to be paid in accordance with their terms and (ii)
with respect to a distribution of Debentures upon the liquidation of the
Trust, Debentures having a principal amount equal to the Liquidation
Amount of the Securities of the Holder to whom such Debentures are
distributed.

If, upon any such liquidation, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets on hand
legally available to pay in full the aggregate Liquidation Distribution,
then the amounts payable directly by the Trust on the Securities shall be
paid on a Pro Rata basis.

4. Redemption and Distribution.
---------------------------

(a) Upon the repayment of the Debentures in whole or in part,
at maturity or upon early redemption (either at the option of the
Debenture Issuer or pursuant to a Special Event, as described below), the
proceeds from such repayment shall be simultaneously applied by the
Property Trustee (subject to the Property Trustee having received notice
no later than 45 days prior to such repayment) to redeem a Like Amount of
the Securities at a redemption price equal to (i) in the case of the
repayment of the Debentures at maturity, the Maturity Redemption Price (as
defined below), (ii) in the case of the optional redemption of the
Debentures upon the occurrence and continuation of a Special Event, the
Special Event Redemption Price (as defined below) and (iii) in the case of
the optional redemption of the Debentures other than as a result of the
occurrence and continuance of a Special Event, the Optional Redemption
Price (as defined below). The Maturity Redemption Price, the Special
Event Redemption Price and the Optional Redemption Price are referred to
collectively as the "Redemption Price". Holders will be given not less
than 30 nor more than 60 days notice of such redemption.

(b) (i) The "Maturity Redemption Price", with respect to a
redemption of Securities, shall mean an amount equal to the principal of
and accrued interest on the Debentures as of the maturity date thereof.

(ii) In the case of an optional redemption, if fewer than all
the outstanding Securities are to be so redeemed, the Common Securities
and the Capital Securities will be redeemed Pro Rata and the Capital
Securities to be redeemed will be determined as described in Section
4(f)(ii) below. Upon the entry of an order for the dissolution of the
Trust by a court of competent jurisdiction, the Debentures thereafter will
be subject to optional repayment, in whole, but not in part, on or after
December 15, 2006.

The Debenture Issuer shall have the right (subject to the
conditions in the Indenture) to elect to redeem the Debentures in whole or
in part at any time on or after December 15, 2006, upon not less than 30
days and not more than 60 days notice, at the Optional Redemption Price
and, simultaneous with such redemption, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Optional Redemption Price on
a Pro Rata basis. "Optional Redemption Price" shall mean a price equal to
the percentage of the liquidation amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption if redeemed during the 12-month period beginning December 15 of
the years indicated below:

Year Percentage
---------------

2006 103.875%
2007 103.488%
2008 103.100%
2009 102.713%
2010 102.325%
2011 101.938%
2012 101.550%
2013 101.163%
2014 100.775%
2015 100.388%
2016 and thereafter 100.000%

(c) If at any time a Tax Event or a Regulatory Capital Event
(each as defined below, and each a "Special Event") occurs, the Debenture
Issuer shall have the right (subject to the conditions set forth in the
Indenture) at any time, upon not less than 30 nor more than 60 days
notice, to redeem the Debentures in whole, but not in part, within the 90
days following the occurrence of such Special Event (the "90 Day Period"),
and, simultaneous with such redemption, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Special Event Redemption
Price on a Pro Rata basis.

"Tax Event" shall occur upon receipt by the Administrative
Trustee of an Opinion of Counsel (a "Tax Event Opinion") experienced in
such matters to the effect that, as a result of any amendment to, or
change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any political subdivision
or taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying
such laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after November 20, 1996,
there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States
federal income tax with respect to income received or accrued on the
Debentures, (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not
be, deductible by the Debenture Issuer, in whole or in part, for United
States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

"Regulatory Capital Event" shall mean that the Debenture Issuer
shall have received an opinion of independent bank regulatory counsel
experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any
rules, guidelines or policies of the Federal Reserve Board or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective
or such pronouncement or decision is announced on or after November 20,
1996, the Capital Securities do not constitute, or within 90 days of the
date thereof, will not constitute, Tier I Capital (or its then
equivalent); provided, however, that the distribution of the Debentures in
-------- -------
connection with the liquidation of the Trust by the Debenture Issuer shall
not in and of itself constitute a Regulatory Capital Event unless such
liquidation shall have occurred in connection with a Tax Event.

"Special Event Redemption Price" shall mean a price equal to the
greater of (i) 100% of the liquidation amount of Securities to be redeemed
or (ii) the sums, as determined by a Quotation Agent (as defined in the
Indenture), of the present values of the remaining scheduled payments of
principal, premium and interest thereon discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Adjusted Treasury Rate (as defined in the Indenture),
plus, in each case, accumulated and unpaid Distributions thereon, if any,
to the date of such redemption.

(d) On and from the date fixed by the Administrative Trustees
for any distribution of Debentures and liquidation of the Trust: (i) the
Securities will no longer be deemed to be outstanding, (ii) the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee),
as the Holder of the Capital Securities, will receive a registered global
certificate or certificates representing the Debentures to be delivered
upon such distribution and any certificates representing Securities not
held by the Clearing Agency or its nominee (or any successor Clearing
Agency or its nominee) will be deemed to represent beneficial interests in
a Like Amount of Debentures until such certificates are presented to the
Debenture Issuer or its agent for transfer or reissue.

(e) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid
on all Securities for all semi-annual Distribution periods terminating on
or before the date of redemption.

(f) The procedure with respect to redemptions or distributions
of Debentures shall be as follows:

(i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a
"Redemption/Distribution Notice") will be given by the Trust by mail
to each Holder of Securities to be redeemed or exchanged not fewer
than 30 nor more than 60 days before the date fixed for redemption or
exchange thereof which, in the case of a redemption, will be the date
fixed for redemption of the Debentures. For purposes of the
calculation of the date of redemption or exchange and the dates on
which notices are given pursuant to this Section 4(f)(i), a
Redemption/ Distribution Notice shall be deemed to be given on the
day such notice is first mailed by first-class mail, postage prepaid,
to Holders of Securities. Each Redemption/Distribution Notice shall
be addressed to the Holders of Securities at the address of each such
Holder appearing in the books and records of the Trust. No defect in
the Redemption/Distribution Notice or in the mailing of either
thereof with respect to any Holder shall affect the validity of the
redemption or exchange proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding
Securities are to be redeemed, the Securities to be redeemed shall be
redeemed Pro Rata from each Holder of Capital Securities, it being
understood that, in respect of Capital Securities registered in the
name of and held of record by the Clearing Agency or its nominee (or
any successor Clearing Agency or its nominee) or any nominee, the
distribution of the proceeds of such redemption will be made to the
Clearing Agency and disbursed by such Clearing Agency in accordance
with the procedures applied by such agency or nominee.

(iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, (which notice will be irrevocable),
then (A) with respect to Capital Securities issued in book-entry
form, by 12:00 noon, New York City time, on the redemption date,
provided that the Debenture Issuer has paid the Property Trustee a
sufficient amount of cash in connection with the related redemption
or maturity of the Debentures by 10:00 a.m., New York City time, on
the maturity date or the date of redemption, as the case requires,
the Property Trustee will deposit irrevocably with the Clearing
Agency or its nominee (or successor Clearing Agency or its nominee)
funds sufficient to pay the applicable Redemption Price with respect
to such Capital Securities and will give the Clearing Agency
irrevocable instructions and authority to pay the Redemption Price to
the relevant Clearing Agency Participants, and (B) with respect to
Capital Securities issued in certificated form and Common Securities,
provided that the Debenture Issuer has paid the Property Trustee a
sufficient amount of cash in connection with the related redemption
or maturity of the Debentures, the Property Trustee will pay the
relevant Redemption Price to the Holders of such Securities by check
mailed to the address of the relevant Holder appearing on the books
and records of the Trust on the redemption date. If a
Redemption/Distribution Notice shall have been given and funds
deposited as required, if applicable, then immediately prior to the
close of business on the date of such deposit, or on the redemption
date, as applicable, Distributions will cease to accumulate on the
Securities so called for redemption and all rights of Holders of such
Securities so called for redemption will cease, except the right of
the Holders of such Securities to receive the Redemption Price, but
without interest on such Redemption Price, and such Securities shall
cease to be outstanding.

(iv) Payment of accumulated and unpaid Distributions on the
Redemption Date of the Securities will be subject to the rights of
Holders of Securities on the close of business on a regular record
date in respect of a Distribution Date occurring on or prior to such
Redemption Date.

Neither the Administrative Trustees nor the Trust shall be
required to register or cause to be registered the transfer of (i) any
Securities beginning on the opening of business 15 days before the day of
mailing of a notice of redemption or any notice of selection of Securities
for redemption or (ii) any Securities selected for redemption except the
unredeemed portion of any Security being redeemed. If any date fixed for
redemption of Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay), with the same force and effect as if made on
such date fixed for redemption. If payment of the Redemption Price in
respect of any Securities is improperly withheld or refused and not paid
either by the Property Trustee or by the Sponsor as guarantor pursuant to
the relevant Securities Guarantee, Distributions on such Securities will
continue to accumulate from the original redemption date to the actual
date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption
Price.

(v) Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of the
Capital Securities, the Clearing Agency or its nominee (or any
successor Clearing Agency or its nominee) if the Global Certificates
have been issued or, if Definitive Capital Security Certificates have
been issued, to the Holder thereof, and (B) in respect of the Common
Securities to the Holder thereof.

(vi) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws and banking
laws), provided the acquiror is not the Holder of the Common
Securities or the obligor under the Indenture, the Sponsor or any of
its subsidiaries may at any time and from time to time purchase
outstanding Capital Securities by tender, in the open market or by
private agreement.

5. Voting Rights - Capital Securities.
----------------------------------

(a) Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Capital
Securities will have no voting rights.

(b) So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with
respect to the Debentures, (ii) waive any past default that is waivable
under Section 5.07 of the Indenture, (iii) exercise any right to rescind
or annul a declaration of acceleration of the maturity of the principal of
the Debentures or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall
be required, without, in each case, obtaining the prior approval of the
Holders of a majority in liquidation amount of all outstanding Capital
Securities; provided, however, that where a consent under the Indenture

--------would require the consent of each holder of
Debentures------- affected thereby, no such consent shall be given by the
Property Trustee without the prior approval of each Holder of the Capital
Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Capital Securities
except by subsequent vote of such Holders. The Property Trustee shall
notify each Holder of Capital Securities of any notice of default with
respect to the Debentures. In addition to obtaining the foregoing
approvals of such Holders of the Capital Securities, prior to taking any
of the foregoing actions, the Trustees shall obtain an opinion of counsel
experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States
federal income tax purposes on account of such action.

If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture
Issuer to pay principal of or premium, if any, or interest on the
Debentures on the due date (or in the case of redemption, on the
redemption date), then a Holder of Capital Securities may directly
institute a proceeding for enforcement of payment to such Holder of the
principal of or premium, if any, or interest on a Like Amount of
Debentures (a "Direct Action") on or after the respective due date
specified in the Debentures. In connection with such Direct Action, the
rights of the Common Securities Holder will be subrogated to the rights of
such Holder of Capital Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Capital Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders
of Capital Securities will not be able to exercise directly any other
remedy available to the holders of the Debentures.

Any approval or direction of Holders of Capital Securities may
be given at a separate meeting of Holders of Capital Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the
Trust or pursuant to written consent. The Property Trustees will cause a
notice of any meeting at which Holders of Capital Securities are entitled
to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Capital
Securities. Each such notice will include a statement setting forth (i)
the date of such meeting or the date by which such action is to be taken,
(ii) a description of any resolution proposed for adoption at such meeting
on which such Holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of
proxies or consents.

No vote or consent of the Holders of the Capital Securities will
be required for the Trust to redeem and cancel Capital Securities or to
distribute the Debentures in accordance with the Declaration and the terms
of the Securities.

Notwithstanding that Holders of Capital Securities are entitled
to vote or consent under any of the circumstances described above, any of
the Capital Securities that are owned by the Sponsor or any Affiliate of
the Sponsor shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if they were not
outstanding.

6. Voting Rights - Common Securities.
---------------------------------

(a) Except as provided under Sections 6(b), 6(c), and 7 as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

(b) Unless a Debenture Event of Default shall have occurred and
be continuing, any Trustee may be removed at any time by the holder of the
Common Securities. If a Debenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed
at such time by the holders of a majority in liquidation amount of the
outstanding Capital Securities. In no event will the holders of the
Capital Securities have the right to vote to appoint, remove or replace
the Administrative Trustees, which voting rights are vested exclusively in
the Sponsor as the holder of the Common Securities. No resignation or
removal of a Trustee and no appointment of a successor trustee shall be
effective until the acceptance of appointment by the successor trustee in
accordance with the provisions of the Declaration.

(c) So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with
respect to the Debentures, (ii) waive any past default that is waivable
under Section 5.07 of the Indenture, (iii) exercise any right to rescind
or annul a declaration of acceleration of the maturity of the principal of
the Debentures or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall
be required, without, in each case, obtaining the prior approval of the
Holders of a majority in liquidation amount of all outstanding Common
Securities; provided, however, that where a consent under the Indenture
-------- -------
would require the consent of each holder of Debentures affected thereby,
no such consent shall be given by the Property Trustee without the prior
approval of each Holder of the Common Securities. The Trustees shall not
revoke any action previously authorized or approved by a vote of the
Holders of the Common Securities except by subsequent vote of such
Holders. The Property Trustee shall notify each Holder of Common
Securities of any notice of default with respect to the Debentures. In
addition to obtaining the foregoing approvals of such Holders of the
Common Securities, prior to taking any of the foregoing actions, the
Trustees shall obtain an opinion of counsel experienced in such matters to
the effect that the Trust will not be classified as an association taxable
as a corporation for United States federal income tax purposes on account
of such action.

If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture
Issuer to pay principal of or premium, if any, or interest on the
Debentures on the due date (or in the case of redemption, on the
redemption date), then a Holder of Common Securities may institute a
Direct Action for enforcement of payment to such Holder of the principal
of or premium, if any, or interest on a Like Amount of Debentures on or
after the respective due date specified in the Debentures. In connection
with Direct Action, the rights of the Common Securities Holder will be
subordinated to the rights of such Holder of Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of
Common Securities in such Direct Action. Except as provided in the second
preceding sentence, the Holders of Common Securities will not be able to
exercise directly any other remedy available to the holders of the
Debentures.

Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for
such purpose, at a meeting of all of the Holders of Securities in the
Trust or pursuant to written consent. The Administrative Trustees will
cause a notice of any meeting at which Holders of Common Securities are
entitled to vote, or of any matter upon which action by written consent of
such Holders is to be taken, to be mailed to each Holder of record of
Common Securities. Each such notice will include a statement setting
forth (i) the date of such meeting or the date by which such action is to
be taken, (ii) a description of any resolution proposed for adoption at
such meeting on which such Holders are entitled to vote or of such matter
upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

No vote or consent of the Holders of the Common Securities will
be required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms
of the Securities.

7. Amendments to Declaration and Indenture.
---------------------------------------

In addition to the requirements set out in Section 12.1 of the
Declaration, the Declaration may be amended from time to time by the
Sponsor, the Property Trustee and the Administrative Trustees, without the
consent of the Holders of the Securities (i) to cure any ambiguity,
correct or supplement any provisions in the Declaration that may be
inconsistent with any other provisions, or to make any other provisions
with respect to matters or questions arising under the Declaration which
shall not be inconsistent with the other provisions of the Declaration, or
(ii) to modify, eliminate or add to any provisions of the Declaration to
such extent as shall be necessary to ensure that the Trust will be
classified for United States federal income tax purposes as a grantor
trust at all times that any Securities are outstanding or to ensure that
the Trust will not be required to register as an "Investment Company"
under the Investment Company Act; provided, however, that in the case of
clause (i), such
-------- -------
action shall not adversely affect in any material respect the interests of
any Holder of Securities, and any amendments of the Declaration shall
become effective when notice thereof is given to the holders of the
Securities. The Declaration may be amended by the Trustees and the
Sponsor with (i) the consent of Holders representing a majority in
liquidation amount of all outstanding Securities, and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such
amendment will not affect the Trust's status as a grantor trust for United
States federal income tax purposes or the Trust's exemption from status as
an Investment Company under the Investment Company Act, provided that,
-------- ----
without the consent of each Holder of Trust Securities, the Declaration
may not be amended to (i) change the amount or timing of any Distribution
on the Trust Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Trust Securities as of
a specified date or (ii) restrict the right of a holder of Trust
Securities to institute suit for the enforcement of any such payment on or
after such date.

8. Pro Rata.
--------

A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each
Holder of Securities according to the aggregate liquidation amount of the
Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding unless, in relation to a
payment, an Event of Default under the Declaration has occurred and is
continuing, in which case any funds available to make such payment shall
be paid first to each Holder of the Capital Securities pro rata according
to the aggregate liquidation amount of Capital Securities held by the
relevant Holder relative to the aggregate liquidation amount of all
Capital Securities outstanding, and only after satisfaction of all amounts
owed to the Holders of the Capital Securities, to each Holder of Common
Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding.

9. Ranking.
-------

The Capital Securities rank pari passu with the Common
---- -----
Securities and payment thereon shall be made Pro Rata with the Common
Securities, except that, if an Event of Default under the Declaration
occurs and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the
Common Securities shall be made until the Holders of the Capital
Securities shall be paid in full the Distributions, Redemption Price,
Liquidation Distribution and other payments to which they are entitled at
such time.

10. Acceptance of Securities Guarantee and Indenture.
------------------------------------------------

Each Holder of Capital Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Capital Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

11. No Preemptive Rights.
--------------------

The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

12. Miscellaneous.
-------------

These terms constitute a part of the Declaration.

The Sponsor will provide a copy of the Declaration, the Capital
Securities Guarantee or the Common Securities Guarantee (as may be
appropriate), the Indenture (including any supplemental indenture) to a
Holder without charge on written request to the Sponsor at its principal
place of business.

EXHIBIT A-1

FORM OF CAPITAL SECURITY CERTIFICATE

(FORM OF FACE OF SECURITY)

(IF THIS GLOBAL SECURITY IS A GLOBAL CAPITAL SECURITY, INSERT:
THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
THE DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE
CLEARING AGENCY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING
AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
DECLARATION AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A
TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE CLEARING AGENCY TO A
NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO
THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.)

(IF THIS GLOBAL SECURITY IS A RULE 144A GLOBAL SECURITY, INSERT:
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.)

(THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS
CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR
TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE
YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER
OF THIS CAPITAL SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY)
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS
CAPITAL SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
(F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE TRUST
AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
(ii) PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE REVERSE OF THIS CAPITAL SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

IF THIS GLOBAL SECURITY IS A REGULATION S GLOBAL SECURITY, INSERT: THIS
CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE.)

Certificate Number Number of Capital Securities

CUSIP NO. __________

Certificate Evidencing Capital Securities

BANKBOSTON CAPITAL TRUST II

73/4% Series __ Capital Securities//
(liquidation amount $1,000 per Capital Security)

BANKBOSTON CAPITAL TRUST II, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies
that ______________ (the "Holder") is the registered owner of __________
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the 73/4% Series __ Capital Securities//
(liquidation amount $1,000 per Capital Security) (the "Capital
Securities"). The Capital Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities represented
hereby are issued and shall in all respects be subject to the provisions
of the Amended and Restated Declaration of Trust of the Trust dated as of
December 10, 1996, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Capital
Securities as set forth in Annex I to the Declaration. Capitalized terms
used but not defined herein shall have the meaning given them in the
Declaration. The Sponsor will provide a copy of the Declaration, the
Capital Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Trust at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits
of the Capital Securities Guarantee to the extent provided therein.

By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the
Capital Securities as evidence of indirect beneficial ownership in the
Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this
____ day of __________, ____.

BANKBOSTON CAPITAL TRUST II

By:________________________________
Name:
Administrative Trustee

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Capital Securities referred to in the within-
mentioned Declaration.

Dated: ,
------------ ---

THE BANK OF NEW YORK,
as Property Trustee

By:
---------------------
Authorized Signatory

(FORM OF REVERSE OF SECURITY)

Distributions payable on each Capital Security will be fixed at
a rate per annum of 73/4% (the "Coupon Rate") of the liquidation amount of
$1,000 per Capital Security, such rate being the rate of interest payable
on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one semi-annual period will bear interest thereon
compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law). Pursuant to the Registration Rights Agreement, in
certain limited circumstances the Debenture Issuer will be required to pay
Liquidated Damages (as defined in the Registration Rights Agreement) with
respect to the Debentures. The term "Distributions", as used herein,
includes such cash distributions and any such interest and such Liquidated
Damages payable unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has funds on
hand legally available therefor.

Distributions on the Capital Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid
or, if any Distributions have been paid, from December 10, 1996 and will
be payable semi-annually in arrears, on June 15 and December 15 of each
year, commencing on June 15, 1997, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months and, for any period less than a full calendar
month, the number of days elapsed in such month. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period at any time and from time to time on
the Debentures for a period not exceeding 10 consecutive calendar semi-
annual periods, including the first such semi-annual period during such
extension period (each an "Extension Period"), provided that no Extension
-------- ----
Period shall extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred.
Despite such deferral, semi-annual Distributions will continue to
accumulate with interest thereon (to the extent permitted by applicable
law, but not at a rate exceeding the rate of interest then accruing on the
Debentures) at the Coupon Rate compounded semi-annually during any such
Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period,
-------- ----
together with all such previous and further extensions within such
Extension Period, may not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, or
extend beyond the Maturity Date of the Debentures. Payments of
accumulated Distributions will be payable to Holders as they appear on the
books and records of the Trust on the first record date after the end of
the Extension Period. Upon the termination of any Extension Period and
the payment of all amounts then due, the Debenture Issuer may commence a
new Extension Period, subject to the above requirements.

Subject to the prior approval of the Federal Reserve Board if
such approval is then required under applicable law or capital guidelines
or policies of the Federal Reserve Board and to certain other conditions
set forth in the Declaration and the Indenture, the Property Trustee may,
at the direction of the Sponsor, at any time liquidate the Trust and cause
the Debentures to be distributed to the holders of the Securities in
liquidation of the Trust or, simultaneous with any redemption of the
Debentures, cause a Like Amount of the Securities to be redeemed by the
Trust.

The Capital Securities shall be redeemable as provided in the
Declaration.

_____________________

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security Certificate to:
__________________________________________________________________________
__________________________________________________________________________
_______________________________________________
(Insert assignee's social security or tax identification number)

__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
______________________________________
(Insert address and zip code of assignee)

and irrevocably appoints
_________________________________________________________________
_________________________________________________________________
___________________________________________________________ agent to
transfer this Capital Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date: _______________________

Signature: __________________
(Sign exactly as your name appears on the other side of this Capital
Security Certificate)

Signature Guarantee*: ___________________________________

_______________
* Signature must be guaranteed by an "eligible guarantor institution" that
is a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include
membership or participation in the Securities Transfer Agents Medallion
determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordnce with the Securities and Exchange Act of 1934,
as amended.

(Include the following if the Capital Security bears a Restricted Capital
Securities Legend --

In connection with any transfer of any of the Capital Securities evidenced
by this certificate, the undersigned confirms that such Capital Securities
are being:

CHECK ONE BOX BELOW

(1) / / exchanged for the undersigned's own account without
transfer; or

(2) / / transferred pursuant to and in compliance with Rule 144A
under the Securities Act of 1933; or

(3) / / transferred pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or

(4) / / to an institutional "accredited investor" within the
meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
under the Securities Act of 1933 that is acquiring the
Capital Securities for its own account, or for the account
of such an institutional "accredited investor," for
investment purposes and not with a view to, or for offer or
sale in connection with, any distribution in violation of
the Securities Act of 1933; or

(5) / / transferred pursuant to another available exemption from
the registration requirements of the Securities Act of
1933; or

(6) / / transferred pursuant to an effective registration
statement.

Unless one of the boxes is checked, the Exchange Agent will refuse to
register any of the Capital Securities evidenced by this certificate in
the name of any person other than the registered Holder thereof; provided,
--------
however, that if box (3), (4) or (5) is checked, the Exchange Agent may
-------
require, prior to registering any such transfer of the Capital Securities
such legal opinions, certifications and other information as the Trust has
reasonably requested to confirm that such transfer is being made pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided
by Rule 144 under such Act; provided, further, that (i) if box 2 is
-------- -------
checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A or (ii) if box (4) is checked,
the transferee must also provide to the Exchange Agent a Transferee Letter
of Representation in the form attached to the Offering Memorandum of the
Trust dated November 20, 1996; provided, further, that after the date that
a Registration Statement has been filed and so long as such Registration
Statement continues to be effective, the Exchange Agent may only permit
transfers for which box (5) has been checked.

--------------------------------------------
Signature

EXHIBIT A-2

FORM OF COMMON SECURITY CERTIFICATE

THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS
COMMON SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO
THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS
AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS
CAPITAL SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS COMMON
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THIS COMMON SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, SUBJECT TO THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) PURSUANT TO CLAUSE (E),
TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
REVERSE OF THIS COMMON SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS COMMON SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

Certificate Number Number of Common Securities

Certificate Evidencing Common Securities

BankBoston Capital Trust II

73/4% Common Securities
(liquidation amount $1,000 per Common Security)

BANKBOSTON CAPITAL TRUST II, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies
that Bank of Boston Corporation (the "Holder") is the registered owner of
__________ common securities of the Trust representing undivided
beneficial interests in the assets of the Trust designated the 73/4%
Common Securities (liquidation amount $1,000 per Common Security) (the
"Common Securities"). The Common Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities represented hereby
are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of
December 10, 1996, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common
Securities as set forth in Annex I to the Declaration. Capitalized terms
used but not defined herein shall have the meaning given them in the
Declaration. The Sponsor will provide a copy of the Declaration, the
Common Securities Guarantee and the Indenture (including any supplemental
indenture) to a Holder without charge upon written request to the Sponsor
at its principal place of business.

Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits
of the Common Securities Guarantee to the extent provided therein.

By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.
IN WITNESS WHEREOF, the Trust has executed this certificate this
___ day of , ____.
------------

BANKBOSTON CAPITAL TRUST II

By:________________________________
Name:
Administrative Trustee

(FORM OF REVERSE OF SECURITY)

Distributions payable on each Common Security will be fixed at a
rate per annum of 73/4% (the "Coupon Rate") of the liquidation amount of
$1,000 per Common Security, such rate being the rate of interest payable
on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one semi-annual period will bear interest thereon
compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law). Pursuant to the Registration Rights Agreement, in
certain limited circumstances the Debenture Issuer will be required to pay
Liquidated Damages (as defined in the Registration Rights Agreement) with
respect to the Debentures. The term "Distributions", as used herein,
includes such cash distributions and any such interest and such Liquidated
Damages payable unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has funds
available therefor.

Distributions on the Common Securities will be cumulative, will
accrue from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from December 10, 1996 and will be
payable semi-annually in arrears, on June 15 and December 15 of each year,
commencing on June 15, 1997, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months and, for any period less than a full calendar
month, the number of days elapsed in such month. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period at any time and from time to time on
the Debentures for a period not exceeding 10 consecutive calendar semi-
annual periods, including the first such semi-annual period during such
extension period (each an "Extension Period"), provided that no Extension
-------- ----
Period shall extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred.
Despite such deferral, Distributions will continue to accumulate with
interest thereon (to the extent permitted by applicable law, but not at a
rate exceeding the rate of interest then accruing on the Debentures) at
the Coupon Rate compounded semi-annually during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all
-------- ----
such previous and further extensions within such Extension Period, may not
exceed 10 consecutive semi-annual periods, including the first semi-annual
period during such Extension Period, or extend beyond the Maturity Date of
the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first
record date after the end of the Extension Period. Upon the termination
of any Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements.

Subject to the prior approval of the Federal Reserve Board if
such approval is then required under applicable law or capital guidelines
or policies of the Federal Reserve Board and to certain other conditions
set forth in the Declaration and the Indenture, the Property Trustee may,
at the direction of the Sponsor, at any time liquidate the Trust and cause
the Debentures to be distributed to the holders to the Securities in
liquidation of the Trust or, simultaneous with any redemption of the
Debentures, cause a Like Amount of the Securities to be redeemed by the
Trust.

The Common Securities shall be redeemable as provided in the
Declaration.
_____________________

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:
__________________________________________________________________________
__________________________________________________________________________
_______________________________________________
(Insert assignee's social security or tax identification number)

and irrevocably appoints ________________________________________
__________________________________________________________________________
_____________________________________ agent to transfer this Common
Security Certificate on the books of the Trust. The agent may substitute
another to act for him or her.

Date: _______________________

Signature: __________________
(Sign exactly as your name appears on the other side of this Common
Security Certificate)

Signature Guarantee*: ___________________________________

(Include the following if the Common Security bears a Restricted Common
Securities Legend --

In connection with any transfer of any of the Common Securities evidenced
by this certificate, the undersigned confirms that such Common Securities
are being:

CHECK ONE BOX BELOW

(1) / / exchanged for the undersigned's own account without
transfer; or

(2) / / transferred pursuant to and in compliance with Rule 144A
under the Securities Act of 1933; or

(3) / / transferred pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or

(4) / / to an institutional "accredited investor" within the
meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
under the Securities Act that is acquiring the Preferred
Security for its own account, or for the account of such an
institutional "accredited investor," for investment
purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the
Securities Act; or

(5) / / transferred pursuant to another available exemption from
the registration requirements of the Securities Act of
1933; or

(6) / / transferred pursuant to an effective Registration
Statement.

Unless one of the boxes is checked, the Exchange Agent will refuse to
register any of the Common Securities evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided,
--------
however, that if box (3), (4) or (5) is checked, the Exchange Agent may
-------
require, prior to registering any such transfer of the Preferred
Securities such legal opinions, certifications and other information as
the Trust has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933, such as the
exemption provided by Rule 144 under such Act; provided, further, that
-------- -------
(i) if box 2 is checked, the transferee must also certify that it is a
qualified institutional buyer as defined in Rule 144A or (ii) if box 4 is
checked, the transferee must also provide a Transferee Representation
Letter in the form attached to the Offering Memorandum of the Trust, dated
November 20, 1996, after the date that a Registration Statement has been
filed and so long as such Registration Statement continues to be
effective, the Exchange Agent may only permit transfers for which box (5)
has been checked.

--------------------------------------------
Signature

EXHIBIT 4.7

====================================

SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT

Bank of Boston Corporation

Dated as of , 1997
-------------

====================================

TABLE OF CONTENTS
-----------------

Page
---
-

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation . . . . . . . . . 2

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application . . . . . . . . 6
SECTION 2.2 Lists of Holders of Securities . . . . . . . . . 6
SECTION 2.3 Reports by the Capital Securities Guarantee
Trustee . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.4 Periodic Reports to Capital Securities Guarantee
Trustee . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.5 Evidence of Compliance with Conditions Precedent 7
SECTION 2.6 Events of Default; Waiver . . . . . . . . . . . . 7
SECTION 2.7 Event of Default; Notice . . . . . . . . . . . . 7
SECTION 2.8 Conflicting Interests . . . . . . . . . . . . . . 8

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Capital Securities Guar-
antee Trustee . . . . . . . . . . . . . . . . . . 8
SECTION 3.2 Certain Rights of Capital Securities Guarantee
Trustee . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.3. Not Responsible for Recitals or Issuance of
Series B Capital Securities Guarantee . . . . . . 12

ARTICLE IV
CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1 Capital Securities Guarantee Trustee; Eligibility 13
SECTION 4.2 Appointment, Removal and Resignation of Capital
Securities Guarantee Trustee . . . . . . . . . . 13

ARTICLE V
GUARANTEE

SECTION 5.1 Guarantee . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.2 Waiver of Notice and Demand . . . . . . . . . . . 15
SECTION 5.3 Obligations Not Affected . . . . . . . . . . . . 15
SECTION 5.4 Rights of Holders . . . . . . . . . . . . . . . . 16
SECTION 5.5 Guarantee of Payment . . . . . . . . . . . . . . 16
SECTION 5.6 Subrogation . . . . . . . . . . . . . . . . . . . 16
SECTION 5.7 Independent Obligations . . . . . . . . . . . . . 17

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions . . . . . . . . . . . 17
SECTION 6.2 Ranking . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII
TERMINATION

SECTION 7.1 Termination . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 Exculpation . . . . . . . . . . . . . . . . . . . 18
SECTION 8.2 Indemnification . . . . . . . . . . . . . . . . . 19

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 Successors and Assigns . . . . . . . . . . . . . 19
SECTION 9.2 Amendments . . . . . . . . . . . . . . . . . . . 19
SECTION 9.3 Notices . . . . . . . . . . . . . . . . . . . . . 20
SECTION 9.4 Benefit . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.5 Governing Law . . . . . . . . . . . . . . . . . . 21

SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the "Series B Capital Securities
Guarantee"), dated as of , 1997, is executed and delivered by
----------
Bank of Boston Corporation, a Massachusetts corporation (the "Guarantor"),
and The Bank of New York, a New York banking corporation, as trustee (the
"Capital Securities Guarantee Trustee"), for the benefit of the Holders
(as defined herein) from time to time of the Series B Capital Securities
(as defined herein) of BankBoston Capital Trust II, a Delaware statutory
business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of December 10, 1996, among the
trustees of the Issuer, the Guarantor, as sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing on the date hereof capital
-------
securities, having an aggregate liquidation amount of $
-----------,
such capital securities being designated the 73/4% Series B Capital Securities
(the "Series B Capital Securities") in connection with the consummation of the
Exchange Offer (as defined in the Declaration).

WHEREAS, as incentive for the Holders to exchange the Series A
Capital Securities, (as defined herein) for the Series B Capital Securities
in the Exchange Offer, the Guarantor desires irrevocably and unconditionally
to agree, to the extent set forth in this Series B Capital Securities
Guarantee, to pay to the Holders of the Series B Capital Securities the
Guarantee Payments (as defined below). The Guarantor agrees to make
certain other payments on the terms and conditions set forth herein.

WHEREAS, the Guarantor has executed and delivered a guarantee
agreement (the "Common Securities Guarantee") for the benefit of the holders
of the Common Securities (as defined herein), the terms of which provide that
if an Event of Default (as defined in the Declaration) has occurred and is
continuing, the rights of holders of the Common Securities to receive
Guarantee Payments under the Common Securities Guarantee are subordinated,
to the extent and in the manner set forth in the Common Securities
Guarantee, to the rights of holders of Series B Capital Securities and the
Series B Capital Securities to receive Guarantee Payments under the
Series A Capital Securities Guarantee and this Series B Capital Securities
Guarantee, as the case may be.

NOW, THEREFORE, in consideration of the purchase by each Holder
of Series B Capital Securities, which purchase the Guarantor hereby
acknowledges shall benefit the Guarantor, the Guarantor executes and
delivers this Series B Capital Securities Guarantee for the benefit of the
Holders.

ARTICLE I.
DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation
------------------------------

In this Series B Capital Securities Guarantee, unless the
context otherwise requires:

(a) Capitalized terms used in this Series B Capital Securities
Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;

(b) Terms defined in the Declaration as at the date of
execution of this Series B Capital Securities Guarantee
have the same meaning when used in this Series B Capital
Securities Guarantee unless otherwise defined in this
Series B Capital Securities Guarantee;

(d) all references to "the Series B Capital Securities Guaran-
tee" or "this Series B Capital Securities Guarantee" are to
this Series B Capital Securities Guarantee as modified,
supplemented or amended from time to time;

(e) all references in this Series B Capital Securities Guaran-
tee to Articles and Sections are to Articles and Sections
of this Series B Capital Securities Guarantee, unless
otherwise specified;

(f) a term defined in the Trust Indenture Act has the same
meaning when used in this Series B Capital Securities
Guarantee, unless otherwise defined in this Series B
Capital Securities Guarantee or unless the context
otherwise requires; and

(g) a reference to the singular includes the plural and vice
versa.

"Affiliate" has the same meaning as given to that term in Rule
---------
405 under the Securities Act of 1933, as amended, or any successor rule
thereunder.

"Business Day" means any day other than a Saturday or a Sunday,
------------
or a day on which banking institutions in The City of New York or Boston,
Massachusetts are authorized or required by law or executive order to
close.

"Capital Securities Guarantee Trustee" means The Bank of New
--------------------------------------
York, a New York banking corporation, until a Successor Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Series B Capital Securities Guarantee and
thereafter means each such Successor Capital Securities Guarantee Trustee.

"Common Securities" means the securities representing common
-----------------
undivided beneficial interests in the assets of the Issuer.

"Corporate Trust Office" means the office of the Capital
----------------------

Securities Guarantee Trustee at which the corporate trust business of the
Capital Securities Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Agreement is located at 101 Barclay Street, 21 West, New York, New York
10286.

"Covered Person" means any Holder or beneficial owner of
--------------
Series B Capital Securities.

"Debentures" means the series of subordinated debt securities of
----------
the Guarantor designated the 73/4% Series B Junior Subordinated Deferrable
Interest Debentures due December 15, 2026 held by the Property Trustee (as
defined in the Declaration) of the Issuer.

"Event of Default" means a default by the Guarantor on any of
----------------
its payment or other obligations under this Series B Capital Securities
Guarantee.

"Guarantee Payments" means the following payments or
------------------
distributions, without duplication, with respect to the Series B Capital
Securities, to the extent not paid or made by the Issuer: (i) any
accumulated and unpaid Distributions (as defined in the Declaration) that
are required to be paid on such Series B Capital Securities to the extent
the Issuer has funds on hand legally available therefor at such time,
(ii) the redemption price, including all accumulated and unpaid
Distributions to the date of redemption (the "Redemption Price") to the
extent the Issuer has funds on hand legally available therefor at such
time, with respect to any Series B Capital Securities called for
redemption by the Issuer, and (iii) upon a voluntary or involuntary
termination and liquidation of the Issuer (other than in connection with
the distribution of Debentures to the Holders in exchange for Series B
Capital Securities as provided in the Declaration), the lesser of
(a) the aggregate of the liquidation amount and all accumulated and
unpaid Distributions on the Series B Capital Securities to the date of
payment, to the extent the Issuer has funds on hand legally
available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer. If an
Event of Default has occurred and is continuing, no Guarantee Payments
under the Common Securities Guarantee with respect to the Common
Securities or any guarantee payment under any Other Common Securities
Guarantees shall be made until the Holders of Series B Capital Securities
shall be paid in full the Guarantee Payments to which they are entitled
under this Series B Capital Securities Guarantee.

"Holder" shall mean any holder, as registered on the books and
------
records of the Issuer, of any Series B Capital Securities; provided,
however, that, in determining whether the holders of the requisite
percentage of Series B Capital Securities have given any request, notice,
consent or waiver hereunder, "Holder" shall not include the Guarantor or
any Affiliate of the Guarantor.

"Indemnified Person" means the Capital Securities Guarantee
------------------
Trustee, any Affiliate of the Capital Securities Guarantee Trustee, or any
officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Capital Securities
Guarantee Trustee.

"Indenture" means the Indenture dated as of December 10, 1996,
---------
among the Guarantor (the "Debenture Issuer") and The Bank of New York, as
trustee, pursuant to which the Debentures are to be issued to the Property
Trustee of the Issuer.

"Majority in liquidation amount of the Series B Capital
---------------------------------------------------------------
Securities" means, except as provided by the Trust Indenture Act, a vote
----------
by Holder(s) of Series B Capital Securities, voting separately as a class,
of more than 50% of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all Series B Capital Securities.

"Officers' Certificate" means, with respect to any person, a
---------------------
certificate signed by the Chairman, a Vice Chairman, the Chief Executive
Officer, the President, a Vice President, the Comptroller, the Group
Director, Asset/Liability Management, the Clerk or an Assistant Clerk, the
Secretary or an Assistant Secretary of the Guarantor. Any Officers'
Certificate delivered with respect to compliance with a condition or
covenant provided for in this Series B Capital Securities Guarantee shall
include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;

(b) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and

"Other Common Securities Guarantees" shall have the same meaning
----------------------------------
as "Other Guarantees" as defined in the Common Securities Guarantee.

"Other Debentures" means all junior subordinated debentures
----------------
issued by the Guarantor from time to time and sold to trusts established
by the Guarantor, in each case similar to the Issuer.

"Other Guarantees" means all guarantees issued by the Guarantor
----------------
with respect to capital securities similar to the Series B Capital
Securities issued by other trusts established by the Guarantor, in each
case similar to the Issuer.

"Responsible Officer" means, with respect to the Capital
-------------------
Securities Guarantee Trustee, any officer within the Corporate Trust
Office of the Capital Securities Guarantee Trustee, including any vice
president, any assistant vice president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate
Trust Office of the Capital Securities Guarantee Trustee customarily
performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the
particular subject.

"Successor Capital Securities Guarantee Trustee" means a
----------------------------------------------
successor Capital Securities Guarantee Trustee possessing the
qualifications to act as Capital Securities Guarantee Trustee under
Section 4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
-------------------
amended.

"Trust Securities" means the Common Securities and the Series A
----------------
Capital Securities and Series B Capital Securities, collectively.

ARTICLE II.
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application
--------------------------------

(a) This Series B Capital Securities Guarantee is subject to
the provisions of the Trust Indenture Act that are required to be part of
this Series B Capital Securities Guarantee and shall, to the extent
applicable, be governed by such provisions; and

(b) if and to the extent that any provision of this Series B
Capital Securities Guarantee limits, qualifies or conflicts with the
duties imposed by Section 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.

SECTION 2.2 Lists of Holders of Securities
------------------------------

(a) The Guarantor shall provide the Capital Securities
Guarantee Trustee (unless the Capital Securities Guarantee Trustee is
otherwise the registrar of the Capital Securities) with a list, in such
form as the Capital Securities Guarantee Trustee may reasonably require,
of the names and addresses of the Holders of the Series B Capital
Securities ("List of Holders") as of such date, (i) within one Business
Day after June 1 and December 1 of each year, and (ii) at any other time
within 30 days of receipt by the Guarantor of a written request for a List
of Holders as of a date no more than 14 days before such List of Holders
is given to the Capital Securities Guarantee Trustee provided, that the
--------
Guarantor shall not be obligated to provide such List of Holders at any
time the List of Holders does not differ from the most recent List of
Holders given to the Capital Securities Guarantee Trustee by the
Guarantor. The Capital Securities Guarantee Trustee may destroy any
List of Holders previously given to it on receipt of a new List of
Holders.

(b) The Capital Securities Guarantee Trustee shall comply with
its obligations under Sections 311(a), 311(b) and Section 312(b) of the
Trust Indenture Act.

SECTION 2.3 Reports by the Capital Securities Guarantee Trustee
---------------------------------------------------

Within 60 days after December 15 of each year, commencing
December 15, 1997, the Capital Securities Guarantee Trustee shall provide
to the Holders of the Series B Capital Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form
and in the manner provided by Section 313 of the Trust Indenture Act. The
Capital Securities Guarantee Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4 Periodic Reports to Capital Securities Guarantee Trustee
--------------------------------------------------------

The Guarantor shall provide to the Capital Securities Guarantee
Trustee such documents, reports and information as required by Section 314
(if any) and the compliance certificate required by Section 314 of the
Trust Indenture Act in the form, in the manner and at the times required
by Section 314 of the Trust Indenture Act. Delivery of such reports,
information and documents to the Capital Securities Guarantee Trustee is
for informational purposes only and the Capital Securities Guarantee
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Guarantor's compliance with any of its covenants
hereunder (as to which the Capital Securities Guarantee Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 2.5 Evidence of Compliance with Conditions Precedent
------------------------------------------------

The Guarantor shall provide to the Capital Securities Guarantee
Trustee such evidence of compliance with any conditions precedent, if any,
provided for in this Series B Capital Securities Guarantee that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6 Events of Default; Waiver
-------------------------

The Holders of a Majority in liquidation amount of Series B
Capital Securities may, by vote, on behalf of the Holders of all of the
Series B Capital Securities, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Series B Capital Securities
Guarantee, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

SECTION 2.7 Event of Default; Notice
------------------------

(a) The Capital Securities Guarantee Trustee shall, within 90
days after the occurrence of a default with respect to this Capital
Securities Guarantee, mail by first class postage prepaid, to all Holders
of the Series B Capital Securities, notices of all defaults actually known
to a Responsible Officer of the Capital Securities Guarantee Trustee,
unless such defaults have been cured before the giving of such notice,
provided, that, except in the case of default in the payment of any
Guarantee Payment, the Capital Securities Guarantee Trustee shall be pro-
tected in withholding such notice if and so long as the board of direc-
tors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Capital Securities Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests
of the holders of the Series B Capital Securities.

(b) The Capital Securities Guarantee Trustee shall not be
deemed to have knowledge of any Event of Default unless the Capital
Securities Guarantee Trustee shall have received written notice, or a
Responsible Officer of the Capital Securities Guarantee Trustee charged
with the administration of the Declaration shall have obtained actual
knowledge, of such Event of Default.

SECTION 2.8 Conflicting Interests
---------------------

The Declaration shall be deemed to be specifically described in
this Series B Capital Securities Guarantee for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture
Act.

ARTICLE III.
POWERS, DUTIES AND RIGHTS OF
CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Capital Securities Guarantee
------------------------------------------------------------
Trustee
-------

(a) This Series B Capital Securities Guarantee shall be held by
the Capital Securities Guarantee Trustee for the benefit of the Holders of
the Series B Capital Securities, and the Capital Securities Guarantee
Trustee shall not transfer this Series B Capital Securities Guarantee to
any Person except a Holder of Series B Capital Securities exercising his
or her rights pursuant to Section 5.4(b) or to a Successor Capital
Securities Guarantee Trustee on acceptance by such Successor Capital
Securities Guarantee Trustee of its appointment to act as Successor
Capital Securities Guarantee Trustee. The right, title and interest of
the Capital Securities Guarantee Trustee shall automatically vest in any
Successor Capital Securities Guarantee Trustee, and such vesting and
succession of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of
such Successor Capital Securities Guarantee Trustee.

(b) If an Event of Default actually known to a Responsible
Officer of the Capital Securities Guarantee Trustee has occurred and is
continuing, the Capital Securities Guarantee Trustee shall enforce this
Series B Capital Securities Guarantee for the benefit of the Holders of
the Series B Capital Securities.

(c) The Capital Securities Guarantee Trustee, before the occur-
rence of any Event of Default and after the curing of all Events of
Default that may have occurred, shall undertake to perform only such
duties as are specifically set forth in this Series B Capital Securities
Guarantee, and no implied covenants shall be read into this Series B
Capital Securities Guarantee against the Capital Securities Guarantee
Trustee. In case an Event of Default has occurred (that has not been
cured or waived pursuant to Section 2.6) and is actually known to a
Responsible Officer of the Capital Securities Guarantee Trustee, the
Capital Securities Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Series B Capital Securities Guarantee, and use
the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his
or her own affairs.

(d) No provision of this Series B Capital Securities Guarantee
shall be construed to relieve the Capital Securities Guarantee Trustee
from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have
occurred:

(A) the duties and obligations of the Capital Securities
Guarantee Trustee shall be determined solely by the express
provisions of this Series B Capital Securities Guarantee, and
the Capital Securities Guarantee Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Series B Capital Securities
Guarantee, and no implied covenants or obligations shall be read
into this Series B Capital Securities Guarantee against the
Capital Securities Guarantee Trustee; and

(B) in the absence of bad faith on the part of the Capital
Securities Guarantee Trustee, the Capital Securities Guarantee
Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Capital Securities
Guarantee Trustee and conforming to the requirements of this
Series B Capital Securities Guarantee; but in the case of any
such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Capital Securities
Guarantee Trustee, the Capital Securities Guarantee Trustee
shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Series B Capital
Securities Guarantee;

(ii) the Capital Securities Guarantee Trustee shall not be
liable for any error of judgment made in good faith by a Responsible
Officer of the Capital Securities Guarantee Trustee, unless it shall
be proved that the Capital Securities Guarantee Trustee was negligent
in ascertaining the pertinent facts upon which such judgment was
made;

(iii) the Capital Securities Guarantee Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a Majority
in liquidation amount of the Series B Capital Securities relating to
the time, method and place of conducting any proceeding for any
remedy available to the Capital Securities Guarantee Trustee, or
exercising any trust or power conferred upon the Capital Securities
Guarantee Trustee under this Series B Capital Securities Guarantee;
and

(iv) no provision of this Series B Capital Securities Guarantee
shall require the Capital Securities Guarantee Trustee to expend or
risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its
rights or powers, if the Capital Securities Guarantee Trustee shall
have reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of
this Series B Capital Securities Guarantee or indemnity, reasonably
satisfactory to the Capital Securities Guarantee Trustee, against
such risk or liability is not reasonably assured to it.

SECTION 3.2 Certain Rights of Capital Securities Guarantee Trustee
------------------------------------------------------

(a) Subject to the provisions of Section 3.1:

(i) The Capital Securities Guarantee Trustee may conclusively
rely, and shall be fully protected in acting or refraining from
acting, upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this
Series B Capital Securities Guarantee may be sufficiently evidenced
by an Officers' Certificate.

(iii) Whenever, in the administration of this Series B Capital
Securities Guarantee, the Capital Securities Guarantee Trustee shall
deem it desirable that a matter be proved or established before tak-
ing, suffering or omitting any action hereunder, the Capital
Securities Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its
part, request and conclusively rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by
the Guarantor.

(iv) The Capital Securities Guarantee Trustee shall have no duty
to see to any recording, filing or registration of any instrument (or
any rerecording, refiling or registration thereof).

(v) The Capital Securities Guarantee Trustee may consult with
counsel of its selection, and the advice or opinion of such counsel
with respect to legal matters shall be full and complete authoriza-
tion and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with such ad-
vice or opinion. Such counsel may be counsel to the Guarantor or any
of its Affiliates and may include any of its employees. The Capital
Securities Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Series B Capital
Securities Guarantee from any court of competent jurisdiction.

(vi) The Capital Securities Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by
this Series B Capital Securities Guarantee at the request or direc-
tion of any Holder, unless such Holder shall have provided to the
Capital Securities Guarantee Trustee such security and indemnity,
reasonably satisfactory to the Capital Securities Guarantee Trustee,
against the costs, expenses (including attorneys' fees and expenses
and the expenses of the Capital Securities Guarantee Trustee's
agents, nominees or custodians) and liabilities that might be in-
curred by it in complying with such request or direction, including
such reasonable advances as may be requested by the Capital
Securities Guarantee Trustee; provided that, nothing contained in
this Section 3.2(a)(vi) shall be taken to relieve the Capital
Securities Guarantee Trustee, upon the occurrence of an Event of De-
fault, of its obligation to exercise the rights and powers vested in
it by this Series B Capital Securities Guarantee.

(vii) The Capital Securities Guarantee Trustee shall not be bound
to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the
Capital Securities Guarantee Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as
it may see fit.

(viii) The Capital Securities Guarantee Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, nominees, custodians or attorneys,
and the Capital Securities Guarantee Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

(ix) Any action taken by the Capital Securities Guarantee Trustee
or its agents hereunder shall bind the Holders of the Series B
Capital Securities, and the signature of the Capital Securities
Guarantee Trustee or its agents alone shall be sufficient and
effective to perform any such action. No third party shall be
required to inquire as to the authority of the Capital Securities
Guarantee Trustee to so act or as to its compliance with any of the
terms and provisions of this Series B Capital Securities Guarantee,
both of which shall be conclusively evidenced by the Capital Securi-
ties Guarantee Trustee's or its agent's taking such action.

(x) Whenever in the administration of this Series B Capital
Securities Guarantee the Capital Securities Guarantee Trustee shall
deem it desirable to receive instructions with respect to enforcing
any remedy or right or taking any other action hereunder, the Capital
Securities Guarantee Trustee (i) may request instructions from the
Holders of a Majority in liquidation amount of the Series B Capital
Securities, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and
(iii) shall be protected in conclusively relying on or acting in
accordance with such instructions.

(xi) The Capital Securities Guarantee Trustee shall not be liable
for any action taken, suffered, or omitted to be taken by it in good
faith, without negligence, and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred
upon it by this Series B Capital Securities Guarantee.

(b) No provision of this Series B Capital Securities Guarantee
shall be deemed to impose any duty or obligation on the Capital Securities
Guarantee Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it in any jurisdiction in which
it shall be illegal, or in which the Capital Securities Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Capital
Securities Guarantee Trustee shall be construed to be a duty.

SECTION 3.3. Not Responsible for Recitals or Issuance of Series B
-----------------------------------------------------------
Capital Securities Guarantee
----------------------------

The recitals contained in this Series B Capital Securities
Guarantee shall be taken as the statements of the Guarantor, and the
Capital Securities Guarantee Trustee does not assume any responsibility
for their correctness. The Capital Securities Guarantee Trustee makes no
representation as to the validity or sufficiency of this Series B Capital
Securities Guarantee.

ARTICLE IV.
CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1 Capital Securities Guarantee Trustee; Eligibility
-------------------------------------------------

(a) There shall at all times be a Capital Securities Guarantee
Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory
thereof or of the District of Columbia, or a corporation or Person
permitted by the Securities and Exchange Commission to act as an
institutional trustee under the Trust Indenture Act, authorized under
such laws to exercise corporate trust powers, having a combined capi-
tal and surplus of at least 50 million U.S. dollars ($50,000,000),
and subject to supervision or examination by Federal, State, Territo-
rial or District of Columbia authority. If such corporation publish-
es reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority referred to
above, then, for the purposes of this Section 4.1(a)(ii), the com-
bined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent
report of condition so published.

(b) If at any time the Capital Securities Guarantee Trustee
shall cease to be eligible to so act under Section 4.1(a), the Capital
Securities Guarantee Trustee shall immediately resign in the manner and
with the effect set out in Section 4.2(c).

(c) If the Capital Securities Guarantee Trustee has or shall
acquire any "conflicting interest" within the meaning of Section 310(b)
of the Trust Indenture Act, the Capital Securities Guarantee Trustee and
Guarantor shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act.

SECTION 4.2 Appointment, Removal and Resignation of Capital Securities
----------------------------------------------------------
Guarantee Trustee
-----------------

(a) Subject to Section 4.2(b), the Capital Securities Guarantee
Trustee may be appointed or removed without cause at any time by the
Guarantor except during an Event of Default.

(b) The Capital Securities Guarantee Trustee shall not be
removed in accordance with Section 4.2(a) until a Successor Capital
Securities Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Capital
Securities Guarantee Trustee and delivered to the Guarantor.

(c) The Capital Securities Guarantee Trustee shall hold office
until a Successor Capital Securities Guarantee Trustee shall have been
appointed or until its removal or resignation. The Capital Securities
Guarantee Trustee may resign from office (without need for prior or subse-
quent accounting) by an instrument in writing executed by the Capital
Securities Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Capital Securities
Guarantee Trustee and delivered to the Guarantor and the resigning Capital
Securities Guarantee Trustee.

(d) If no Successor Capital Securities Guarantee Trustee shall
have been appointed and accepted appointment as provided in this Section
4.2 within 60 days after delivery of an instrument of removal or
resignation, the Capital Securities Guarantee Trustee resigning or being
removed may petition any court of competent jurisdiction for appointment
of a Successor Capital Securities Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Capital Securities Guarantee Trustee.

(e) No Capital Securities Guarantee Trustee shall be liable for
the acts or omissions to act of any Successor Capital Securities Guarantee
Trustee.

(f) Upon termination of this Series B Capital Securities
Guarantee or removal or resignation of the Capital Securities Guarantee
Trustee pursuant to this Section 4.2, the Guarantor shall pay to the
Capital Securities Guarantee Trustee all amounts due to the Capital
Securities Guarantee Trustee accrued to the date of such termination,
removal or resignation.

ARTICLE V.
GUARANTEE

SECTION 5.1 Guarantee
---------

The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or
assert. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to
the Holders or by causing the Issuer to pay such amounts to the Holders.

SECTION 5.2 Waiver of Notice and Demand
---------------------------

The Guarantor hereby waives notice of acceptance of this Series
A Capital Securities Guarantee and of any liability to which it applies or
may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.

SECTION 5.3 Obligations Not Affected
------------------------

The obligations, covenants, agreements and duties of the Guaran-
tor under this Series B Capital Securities Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any
of the following:

(a) the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Series B Capital
Securities to be performed or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions, Redemption Price, Liquidation
Distribution or anyother sums payableunder the termsof the Series B Capital
Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Series B
Capital Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum
payable that results from the extension of any interest payment period on
the Debentures permitted by the Indenture);

(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Ser-
ies A Capital Securities, or any action on the part of the Issuer granting
indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the
Issuer or any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the Series B
Capital Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred;

(g) the consummation of the Exchange Offer; or

(h) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it
being the intent of this Section 5.3 that the obligations of the Guarantor
with respect to the Guarantee Payments shall be absolute and unconditional
under any and all circumstances.

There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any
of the foregoing.

SECTION 5.4 Rights of Holders
-----------------

(a) The Holders of a Majority in liquidation amount of the
Series B Capital Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Capital
Securities Guarantee Trustee in respect of this Series B Capital
Securities Guarantee or exercising any trust or power conferred upon the
Capital Securities Guarantee Trustee under this Series B Capital
Securities Guarantee.

(b) If the Capital Securities Guarantee Trustee fails to
enforce this Series B Capital Securities Guarantee, any Holder of Series B
Capital Securities may institute a legal proceeding directly against the
Guarantor to enforce the Capital Securities Guarantee Trustee's rights
under this Series B Capital Securities Guarantee, without first insti-
tuting a legal proceeding against the Issuer, the Capital Securities
Guarantee Trustee or any other person or entity. The Guarantor waives any
right or remedy to require that any action be brought first against the
Issuer or any other person or entity before proceeding directly against
the Guarantor.

SECTION 5.5 Guarantee of Payment
--------------------

This Series B Capital Securities Guarantee creates a guarantee
of payment and not of collection.

SECTION 5.6 Subrogation
-----------

The Guarantor shall be subrogated to all (if any) rights of the
Holders of Series B Capital Securities against the Issuer in respect of
any amounts paid to such Holders by the Guarantor under this Series B
Capital Securities Guarantee; provided, however, that the Guarantor shall
not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all
cases as a result of payment under this Series B Capital Securities
Guarantee, if, at the time of any such payment, any amounts are due and
unpaid under this Series B Capital Securities Guarantee. If any amount
shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

SECTION 5.7 Independent Obligations
-----------------------

The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Series B
Capital Securities, and that the Guarantor shall be liable as principal
and as debtor hereunder to make Guarantee Payments pursuant to the terms
of this Series B Capital Securities Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (h), inclu-
sive, of Section 5.3 hereof.

ARTICLE VI.
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions
--------------------------

So long as any Capital Securities remain outstanding, the
Guarantor shall not (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire, or make a liquidation payment with respect
to, any of the Guarantor's capital stock (which includes common and pre-
ferred stock) or (ii) make any payment of principal, interest or premium,
if any, on or repay or repurchase or redeem any debt securities of the
Guarantor (including any Other Debentures) that rank pari passu with or
junior in right of payment to the Debentures or (iii) make any guarantee
payments with respect to any guarantee by the Guarantor of the debt
securities of any subsidiary of the Guarantor (including Other Guarantees)
if such guarantee ranks pari passu or junior in right of payment to the
Debentures (other than (a) dividends or distributions in shares of, or
options, warrants, rights to subscribe for or purchase shares of, common
stock of the Guarantor, (b) any declaration of a dividend in connection
with the implementation of a stockholder's rights plan, or the issuance of
stock under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto, (c) payments under the Capital
Securities Guarantee, (d) as a result of a reclassification of the
Guarantor's capital stock or the exchange or the conversion of one class
or series of the Guarantor's capital stock for another class or series of
the Guarantor's capital stock, (e) the purchase of fractional interests in
shares of the Guarantor's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted
or exchanged, and (f) purchases of common stock related to the issuance of
common stock or rights under any of the Guarantor's benefit plans for its
directors, officers or employees or any of the Guarantor's dividend rein-
vestment plans) if at such time (i) there shall have occurred any event of
which the Guarantor has actual knowledge that (a) is, or with the giving
of notice or the lapse of time, or both, would be an Event of Default and
(b) in respect of which the Guarantor shall not have taken reasonable
steps to cure, (ii) if such Debentures are held by the Property Trustee,
the Guarantor shall be in default with respect to its payment of any
obligations under this Series B Capital Securities Guarantee or (iii) the
Guarantor shall have given notice of its election of the exercise of its
right to extend the interest payment period pursuant to Section 16.01 of
the Indenture and any such extension shall be continuing.

SECTION 6.2 Ranking
-------

This Series B Capital Securities Guarantee will constitute an
unsecured obligation of the Guarantor and will rank (i) subordinate and
junior in right of payment to Senior Indebtedness (as defined in the
Indenture), to the same extent and in the same manner that the Debentures
are subordinated to Senior Indebtedness pursuant to the Indenture (except
as indicated below), it being understood that the terms of Article XV of
the Indenture shall apply to the obligations of the Guarantor under this
Series B Capital Securities Guarantee as if (x) such Article XV were set
forth herein in full and (y) such obligations were substituted for the
term "Securities" appearing in such Article XV, except that with respect
to Section 15.03 of the Indenture only, the term "Senior Indebtedness"
shall mean all liabilities of the Guarantor, whether or not for money
borrowed (other than obligations in respect of Other Guarantees), (ii)
pari passu with the most senior preferred or preference stock now or
hereafter issued by the Guarantor and with any Other Guarantee (as defined
herein) and any Other Common Securities Guarantee and any guarantee now or
hereafter entered into by the Guarantor in respect of any preferred or
preference stock of any Affiliate of the Guarantor, and (iii) senior to
the Guarantor's common stock.

ARTICLE VII.
TERMINATION

SECTION 7.1 Termination
-----------

This Series B Capital Securities Guarantee shall terminate (i)
upon full payment of the Redemption Price (as defined in the Declaration)
of all Series B Capital Securities, or (ii) upon liquidation of the
Issuer, the full payment of the amounts payable in accordance with the
Declaration or the distribution of the Debentures to the Holders of all of
the Series B Capital Securities. Notwithstanding the foregoing, this Ser-
ies A Capital Securities Guarantee will continue to be effective or will
bereinstated, as thecase may be,if atany time anyHolder of SeriesA Capital-
Securities must restore payment of any sums paid under the Series B
Capital Securities or under this Series B Capital Securities Guarantee.

ARTICLE VIII.
INDEMNIFICATION

SECTION 8.1 Exculpation
-----------

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person
for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith in
accordance with this Series B Capital Securities Guarantee and in a manner
that such Indemnified Person reasonably believed to be within the scope of
the authority conferred on such Indemnified Person by this Series B
Capital Securities Guarantee or by law, except that an Indemnified Person
shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's negligence or willful misconduct with respect to
such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person
as to matters the Indemnified Person reasonably believes are within such
other Person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Guarantor, including
information, opinions, reports or statements as to the value and amount of
the assets, liabilities, profits, losses, or any other facts pertinent to
the existence and amount of assets from which Distributions to Holders of
Series B Capital Securities might properly be paid.

SECTION 8.2 Indemnification
---------------

The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending
itself against, or investigating, any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.
The obligation to indemnify as set forth in this Section 8.2 shall survive
the termination of this Series B Capital Securities Guarantee.

ARTICLE IX.
MISCELLANEOUS

SECTION 9.1 Successors and Assigns
----------------------

All guarantees and agreements contained in this Series B Capital
Securities Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the
benefit of the Holders of the Series B Capital Securities then
outstanding.

SECTION 9.2 Amendments
----------

Except with respect to any changes that do not materially
adversely affect the rights of Holders (in which case no consent of
Holders will be required), this Series B Capital Securities Guarantee may
only be amended with the prior approval of the Holders of a Majority in
liquidation amount of the Securities (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined). The provisions of Section 12.2 of the Declaration with re-
spect to meetings of Holders of the Securities apply to the giving of such
approval.

SECTION 9.3 Notices
-------

All notices provided for in this Series B Capital Securities
Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by first class mail,
as follows:

(a) If given to the Issuer, in care of the Administrative
Trustee at the Issuer's mailing address set forth below (or such other
address as the Issuer may give notice of to the Holders of the Common
Securities):

BankBoston Capital Trust II
c/o Bank of Boston Corporation
P.O. Box 2016
Boston, Massachusetts 02106-2016
Attention: Kathleen M. McGillycuddy,
Administrative Trustee
Telecopy: (617) 434-0501

(b) If given to the Capital Securities Guarantee Trustee, at
the Capital Securities Guarantee Trustee's mailing address set forth below
(or such other address as the Capital Securities Guarantee Trustee may
give notice of to the Holders of the Series B Capital Securities):

The Bank of New York
101 Barclay Street, 21 West
New York, New York 10286
Attention: Corporate Trust Trustee
Administration
Telecopy: (212) 815-5915

(c) If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the Guarantor may give
notice of to the Holders of the Series B Capital Securities):

Bank of Boston Corporation
100 Federal Street, MA BOS 01-25-01
Boston, Massachusetts 02110
Attention: Gary A. Spiess, General Counsel
Telecopy: (617) 434-6525

(d) If given to any Holder of Series B Capital Securities, at
the address set forth on the books and records of the Issuer.

SECTION 9.4 Benefit
-------

This Series B Capital Securities Guarantee is solely for the
benefit of the Holders of the Series B Capital Securities and, subject to
Section 3.1(a), is not separately transferable from the Series B Capital
Securities.

SECTION 9.5 Governing Law
-------------

THIS SERIES B CAPITAL SECURITIES GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

THIS SERIES B CAPITAL SECURITIES GUARANTEE is executed as of the
day and year first above written.

BANK OF BOSTON CORPORATION, as Guarantor

By:
----------------------------------
Name:
Title:

THE BANK OF NEW YORK, as Capital
Securities Guarantee Trustee

By:
----------------------------------
Name: Mary Jane Morrissey
Title: Vice President

(Capital Securities Guarantee)
THIS SERIES B CAPITAL SECURITIES GUARANTEE is executed as of the
day and year first above written.

BANK OF BOSTON CORPORATION, as Guarantor

By:
-------------------------------------
Name: Kathleen M. McGillycuddy
Title: Group Director, Asset/
Liability Management

THE BANK OF NEW YORK, as Capital
Securities Guarantee Trustee

By:
------------------------------------
Name:
Title:

(Capital Securities Guarantee)
EXHIBIT 4.8
=============================================================================

REGISTRATION RIGHTS AGREEMENT

Dated December 10, 1996

among

BANK OF BOSTON CORPORATION

BANKBOSTON CAPITAL TRUST II

and

MORGAN STANLEY & CO. INCORPORATED
UBS SECURITIES LLC

as Initial Purchasers

=============================================================================

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
---------
entered into as of December 10, 1996 among BANK OF BOSTON CORPORATION, a
Massachusetts corporation (the "Company"), BANKBOSTON CAPITAL TRUST II, a
-------
business trust formed under the laws of the state of Delaware (the
"Trust"), and MORGAN STANLEY & CO. INCORPORATED ("Morgan Stanley") and UBS
----- --------------
SECURITIES LLC (together with Morgan Stanley, the "Initial Purchasers").
------------------

This Agreement is made pursuant to the Purchase Agreement dated
December 3, 1996 (the "Purchase Agreement"), among the Company, as issuer of
------------------
the Series A 73/4% Junior Subordinated Deferrable Interest Debentures due
2026 (the "Subordinated Debentures"), the Trust and the Initial Purchasers,
-----------------------
which provides for among other things, the sale by the Trust to the Initial
Purchasers of 250,000 of the Trust's Series A 73/4% Capital Securities,
liquidation amount $1,000 per Capital Security and, subject to the exercise
of an overallotment option by the Initial Purchasers under the Purchase
Agreement, up to an additional 37,500 of the Trust's Series A 73/4%, Capital
Securities, liquidation amount $1,000 per Capital Securities (collectively,
the "Capital Securities") the proceeds of which will be used by the Trust to
------------------
purchase Subordinated Debentures. The Capital Securities, together with the
Subordinated Debentures and the Company's guarantee of the Capital Securities
(the "Capital Securities Guarantee") are collectively referred to as the
----------------------------
"Securities". In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Trust have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as
follows:

1. Definitions. As used in this Agreement, the following
-----------
capitalized defined terms shall have the following meanings:

"Advice" shall have the meaning set forth in the last paragraph of
------
Section 3 hereof.

"Applicable Period" shall have the meaning set forth in Section 3(t)
-----------------
hereof.

"Business Day" shall mean a day that is not a Saturday, a Sunday, or a
------------
day on which banking institutions in New York, New
York or in Boston, Massachusetts are authorized or required to be closed.

"Closing Time" shall mean the Closing Time as defined in the Purchase
------------
Agreement.

"Company" shall have the meaning set forth in the preamble to this
-------
Agreement and also includes the Company's successors and permitted assigns.

"Declaration" or "Declaration of Trust" shall mean the Amended and
----------- --------------------
Restated Declaration of Trust, dated as of December 10, 1996, by the trustees
named therein and the Company as sponsor.

"Depositary" shall mean The Depository Trust Company, or any other
----------
depositary appointed by the Trust; provided, however, that such depositary
-------- -------
must have an address in the Borough of Manhattan, in The City of New York.

"Effectiveness Period" shall have the meaning set forth in Section 2(b)
--------------------
hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended from time to time.

"Exchange Offer" shall mean the offer by the Company and the Trust to
--------------
the Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like principal amount of Exchange Securities
pursuant to Section 2(a) hereof.

"Exchange Offer Registration" shall mean a registration under the
---------------------------
Securities Act effected pursuant to Section 2(a) hereof.

"Exchange Offer Registration Statement" shall mean an exchange offer
-------------------------------------
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

"Exchange Period" shall have the meaning set forth in Section 2(a)
---------------
hereof.

"Exchange Securities" shall mean (i) with respect to the Subordinated
-------------------
Debentures, the Series B 73/4% Junior Subordinated Deferrable Interest Deben-
tures due December 15, 2026 (the "Exchange Debentures") containing terms
-------------------
identical to the Subordinated Debentures (except that they will not contain
terms with respect to the transfer restrictions under the Securities Act,
will not require transfers thereof to be in minimum blocks of $100,000
principal amount and will not provide for any increase in the interest rate
thereon), (ii) with respect to the Capital Securities, the Trust's
Series B 73/4% Capital Securities, liquidation amount $1,000 per Capital
Security (the "Exchange Capital Securities") which will have terms identical
---------------------------
to the Capital Securities (except they will not contain terms with respect
to transfer restrictions under the Securities Act, will not require minimum
transfers thereof to be in blocks of $100,000 liquidation amount and will not
provide for any increase in the Distribution rate thereon) and (iii) with
respect to the Capital Securities Guarantee, the Company's guarantee (the
"Exchange Capital Securities Guarantee") of the Exchange Capital Securities
-------------------------------------
which will have terms identical to the Capital Securities Guarantee.

"Holder" shall mean the Initial Purchasers, for so long as they own any
------
Registrable Securities, and each of its respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture or Declaration of Trust.

"Indenture" shall mean the Indenture relating to the Subordinated
---------
Debentures and the Exchange Debentures dated as of December 10, 1996 among
the Company, as issuer, and The Bank of New York, as trustee, as the same may
be amended from time to time in accordance with the terms thereof.

"Initial Purchasers" shall have the meaning set forth in the preamble
------------------
to this Agreement.

"Inspectors" shall have the meaning set forth in Section 3(n) hereof.
----------

"Issue Date" shall mean the date of original issuance of the Securities.
----------

"Liquidated Damages" shall have the meaning set forth in Section 2(e)
------------------
hereof.

"Majority Holders" shall mean the Holders of a majority of the aggregate
----------------
liquidation amount of outstanding Capital Securities.

"Participating Broker-Dealer" shall have the meaning set forth in
---------------------------
Section 3(t) hereof.

"Person" shall mean an individual, partnership, corporation, trust or
------
unincorporated organization, limited liability Company, or a government or
agency or political subdivision thereof.

"Private Exchange" shall have the meaning set forth in Section 2(a)
----------------
hereof.

"Private Exchange Securities" shall have the meaning set forth in
---------------------------
Section 2(a) hereof.

"Prospectus" shall mean the prospectus included in a Registration
----------
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

"Purchase Agreement" shall have the meaning set forth in the preamble
------------------
to this Agreement.

"Records" shall have the meaning set forth in Section 3(n) hereof.
-------

"Registration Default" shall have the meaning set forth in Section 2(e)
--------------------
hereof.

"Registrable Securities" shall mean the Securities and, if issued, the
----------------------
Private Exchange Securities; provided, however, that Securities or Private
-------- -------
Exchange Securities, as the case may be, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Securities
or Private Exchange Securities for the exchange or resale thereof, as the
case may be, shall have been declared effective under the Securities Act and
such Securities or Private Exchange Securities, as the case may be, shall
have been disposed of pursuant to such Registration Statement, (ii) such
Securities or Private Exchange Securities, as the case may be, shall have
been sold to the public pursuant to Rule 144(k) (or any similar provision
then in force, but not Rule 144A) under the Securities Act, (iii) such
Securities or Private Exchange Securities, as the case may be, shall have
ceased to be outstanding or (iv) with respect to the Securities, such
Securities have been exchanged for Exchange Securities upon consummation of
the Exchange Offer and are thereafter freely tradeable by the holder thereof
(other than an affiliate of the Company).

"Registration Expenses" shall mean any and all expenses incident to
---------------------
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities
Dealers, Inc. (the "NASD") registration and filing fees, including, if
----
applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of
Registrable Securities in accordance with the rules and regulations of the
NASD, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with
blue sky qualification of any of the Exchange Securities or Registrable
Securities) and compliance with the rules of the NASD, (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus and any amendments
or supplements thereto, and in preparing or assisting in preparing, printing
and distributing any underwriting agreements, securities sales agreements and
other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) the fees and disbursements of
counsel for the Company and of the independent certified public accountants
of the Company, including the expenses of any "cold comfort" letters
required by or incident to such performance and compliance, (vi) the fees
and expenses of the Trustee, and any exchange agent or custodian, (vii) all
fees and expenses incurred in connection with the listing, if any, of any of
the Registrable Securities on any securities exchange or exchanges, and
(viii) the reasonable fees and expenses of any special experts retained by
the Company in connection with any Registration Statement.

"Registration Statement" shall mean any registration statement of the
----------------------
Company and the Trust which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

"Rule 144(k) Period" shall mean the period of three years (or such
------------------
shorter period as may hereafter be referred to in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

"SEC" shall mean the Securities and Exchange Commission.
---

"Securities" shall have the meaning set forth in the preamble to this
----------
Agreement.

"Securities Act" shall mean the Securities Act of 1933, as amended from
--------------
time to time.

"Shelf Registration" shall mean a registration effected pursuant to
------------------
Section 2(b) hereof.

"Shelf Registration Event" shall have the meaning set forth in Section
------------------------
2(b) hereof.

"Shelf Registration Event Date" shall have the meaning set forth in
-----------------------------
Section 2(b) hereof.

"Shelf Registration Statement" shall mean a "shelf" registration
----------------------------
statement of the Company and the Trust pursuant to the provisions of Section
2(b) hereof which covers all of the Registrable Securities or all of the
Private Exchange Securities, as the case may be, on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such
registration statement, including post- effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

"TIA" shall have the meaning set forth in Section 3(l) hereof.
---

"Trustees" shall mean any and all trustees with respect to (i) the
--------
Capital Securities under the Declaration, (ii) the Subordinated Debentures
under the Indenture and (iii) the Capital Securities Guarantee.

2. Registration Under the Securities Act.
-------------------------------------

(a) Exchange Offer. To the extent not prohibited by any
--------------
applicable law or applicable interpretation of the staff of the SEC, the
Company and the Trust shall, for the benefit of the Holders, at the Company's
cost, use its best efforts to (i) cause to be filed with the SEC within 150
days after the Issue Date an Exchange Offer Registration Statement on an
appropriate form under the Securities Act covering the Exchange Offer, (ii)
cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act by the SEC not later than the date which is 180 days
after the Issue Date, and (iii) keep such Exchange Offer Registration
Statement effective for not less than 30 calendar days (or longer if required
by applicable law) after the date notice of the Exchange Offer is mailed to
the Holders. Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Trust shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Registrable Securities for a like principal
amount of Exchange Debentures or a like liquidation amount of Exchange
Capital Securities, together with the Exchange Guarantee, as applicable
(assuming that such Holder is not an affiliate of the Company within the
meaning of Rule 405 under the Securities Act and is not a broker-dealer
tendering Registrable Securities acquired directly from the Company for its
own account, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any Person
to participate in the Exchange Offer for the purpose of distributing the
Exchange Securities) to transfer such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities
Act and under state securities or blue sky laws.

In connection with the Exchange Offer, the Company and the Trust
shall:

(i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;

(ii) keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"Exchange Period");
---------------

(iii) utilize the services of the Depositary for the Exchange Offer;

(iv) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Securities delivered for exchange, and
a statement that such Holder is withdrawing his election to have such
Securities exchanged;

(v) notify each Holder that any Security not tendered by such Holder
in the Exchange Offer will remain outstanding and continue to accrue interest
or accumulate distributions, as the case may be, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

(vi) otherwise comply in all respects with all applicable laws relating
to the Exchange Offer.

If any Initial Purchaser determines upon advice of its outside
counsel that it is not eligible to participate in the Exchange Offer with
respect to the exchange of Securities constituting any portion of an unsold
allotment in the initial distribution, as soon as practicable upon receipt
by the Company and the Trust of a written request from such Initial
Purchaser, the Company and the Trust, as applicable, shall issue and deliver
to such Initial Purchaser in exchange (the "Private Exchange") for the
----------------
Securities held by such Initial Purchaser, a like liquidation amount of
Capital Securities of the Trust, together with the Exchange Guarantee, or a
like principal amount of the Subordinated Debentures of the Company, as
applicable, that are identical (except that such securities may bear a
customary legend with respect to restrictions on transfer pursuant to the
Securities Act) to the Exchange Securities (the "Private Exchange Securi
-----------------------
ties") and which are issued pursuant to the Indenture, the Declaration or the
- ----
Guarantee (which provides that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture or the Declaration,
as applicable, and that the Exchange Securities, the Private Exchange
Securities and the Securities will vote and consent together on all matters
as one class and that neither the Exchange Securities, the Private Exchange
Securities nor the Securities will have the right to vote or consent as a
separate class on any matter). The Private Exchange Securities shall be of
the same series as the Exchange Securities and the Company and the Trust
will seek to cause the CUSIP Service Bureau to issue the same CUSIP Numbers
for the Private Exchange Securities as for the Exchange Securities issued
pursuant to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and,
if applicable, the Private Exchange, the Company and the Trust, as the case
requires, shall:

(i) accept for exchange all Securities or portions thereof tendered and
not validly withdrawn pursuant to the Exchange Offer or the Private Exchange;

(ii) deliver, or cause to be delivered, to the applicable Trustee for
cancellation all Securities or portions thereof so accepted for exchange by
the Company; and

(iii) issue, and cause the applicable Trustee under the Indenture, the
Declaration or the Guarantee, as applicable, to promptly authenticate and
deliver to each Holder, new Exchange Securities or Private Exchange Securi-
ties, as applicable, equal in principal amount to the principal amount of the
Subordinated Debentures or equal in liquidation amount to the liquidation
amount to the Capital Securities (together with the guarantee thereof) as are
surrendered by such Holder.

Distributions on each Exchange Capital Security and interest on
each Exchange Debenture and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the
last date on which a Distribution or interest was paid on the Capital
Security or the Subordinated Debenture surrendered in exchange therefore or,
if no Distribution or interest has been paid on such Capital Security or
Subordinated Debenture, from the Issue Date. To the extent not prohibited
by any law or applicable interpretation of the staff of the SEC, the Company
and the Trust shall use their best efforts to complete the Exchange Offer as
provided above, and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
condi- tions, other than that the Exchange Offer does not violate applicable
law or any applicable interpretation of the staff of the SEC. Each Holder
of Registrable Securities who wishes to exchange such Registrable Securities
for Exchange Securities in the Exchange Offer will be required to make
certain customary representations in connection therewith, including, in the
case of any Holder of Capital Securities, representations that (i) it is not
an affiliate of the Trust or the Company, (ii) the Exchange Securities to be
received by it were acquired in the ordinary course of its business and
(iii) at the time of the Exchange Offer, it has no arrangement with any
person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Capital Securities. The Company and the
Trust shall inform the Initial Purchasers, after consultation with the
Trustee, of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Initial Purchasers shall have the right to contact
such Holders and otherwise facilitate the tender of Registrable Securities
in the Exchange Offer.

Upon consummation of the Exchange Offer in accordance with this
Section 2(a), the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Registrable Securities that are
- ----------------
Private Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Company and the Trust shall have no further
obligation to register the Registrable Securities (other than Private
Exchange Securities) pursuant to Section 2(b) of this Agreement.

(b) Shelf Registration. In the event that (i) the Company, the
------------------
Trust or the Majority Holders reasonably determine, after conferring with
counsel (which may be in-house counsel), that the Exchange Offer Registration
provided in Section 2(a) above is not available because of any change in law
or in currently prevailing interpretations of the staff of the SEC, (ii) the
Exchange Offer Registration Statement is not declared effective within 180
days of the Issue Date or (iii) upon the request of any Initial Purchaser
with respect to any Registrable Securities held by it, if such Initial Pur-
chaser is not permitted, in the reasonable opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, pursuant to applicable law or applicable interpretations
of the staff of the SEC, to participate in the Exchange Offer and thereby
receive securities that are freely tradeable without restriction under the
Securities Act and applicable blue sky or state securities laws (any of the
events specified in (i)-(iii) being a "Shelf Registration Event" and the date
------------------------
of occurrence thereof, the "Shelf Registration Event Date"), the Company and
-----------------------------
the Trust shall, at their cost, use their best efforts to cause to be filed
as promptly as practicable after such Shelf Registration Event Date, as the
case may be, and, in any event, within 45 days after such Shelf Registration
Event Date (which shall be no earlier than 75 days after the Closing Time),
a Shelf Registration Statement providing for the sale by the Holders of all
of the Registrable Securities, and shall use its best efforts to have such
Shelf Registration Statement declared effective by the SEC as soon as
practicable. No Holder of Registrable Securities shall be entitled to
include any of its Registrable Securities in any Shelf Registration pursuant
to this Agreement unless and until such Holder agrees in writing to be bound
by all of the provisions of this Agreement applicable to such Holder and
furnishes to the Company and the Trust in writing, within 15 days after
receipt of a request therefor, such information as the Company and the Trust
may, after conferring with counsel with regard to information relating to
Holders that would be required by the SEC to be included in such Shelf
Registration Statement or Prospectus included therein, reasonably request
for inclusion in any Shelf Registration Statement or Prospectus included
therein. Each Holder as to which any Shelf Registration is being effected
agrees to furnish to the Company and the Trust all information with respect
to such Holder necessary to make the information previously furnished to the
Company by such Holder not materially misleading.

The Company and the Trust agree to use their best efforts to keep
the Shelf Registration Statement continuously effective for the Rule 144(k)
Period (subject to extension pursuant to the last paragraph of Section 3
hereof) or for such shorter period which will terminate when all of the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding
(the "Effectiveness Period"). The Company and the Trust shall not permit any
--------------------
securities other than Registrable Securities to be included in the Shelf
Registration. The Company and the Trust will, in the event a Shelf Registra-
tion Statement is declared effective, provide to each Holder a reasonable
number of copies of the Prospectus which is a part of the Shelf Registration
Statement, notify each such Holder when the Shelf Registration has become
effective and use its best efforts to take certain other actions as are
required to permit certain unrestricted resales of the Registrable Securi-
ties. The Company and the Trust further agree, if necessary, to supplement
or amend the Shelf Registration Statement, if required by the rules, regula-
tions or instructions applicable to the registration form used by the Company
for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder for shelf registrations, and the
Company and the Trust agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its
being used or filed with the SEC.

(c) Expenses. The Company shall pay all Registration Expenses in
--------
connection with the registration pursuant to Section 2(a) or 2(b) hereof and
will reimburse the Initial Purchasers for the reasonable fees and dis-
bursements of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Initial Purchasers, incurred in connection with the Exchange Offer and, if
applicable, the Private Exchange Offer, and either Skadden, Arps, Slate,
Meagher & Flom LLP or any one other counsel designated in writing by the
Majority Holders to act as counsel for the Holders of the Registrable
Securities in connection with a Shelf Registration Statement, which other
counsel shall be reasonably satisfactory to the Company. Except as provided
herein, each Holder shall pay all expenses of its counsel, underwriting
discounts and commissions and transfer taxes, if any, relating to the sale
or disposition of such Holder's Registrable Securities pursuant to the Shelf
Registration Statement.

(d) Effective Registration Statement. An Exchange Offer
--------------------------------
Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to
have become effective unless it has been declared effective by the SEC;
provided, however, that if, after it has been declared effective, the
- -------- -------
offering of Registrable Securities pursuant to a Shelf Registration Statement
is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. The Company and
the Trust will be deemed not to have used their best efforts to cause the
Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, to become, or to remain, effective during the requisite
period if either of them voluntarily take any action that would result in any
such Registration Statement not being declared effective or in the Holders
of Registrable Securities covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period unless such action
is required by applicable law.

(e) Liquidated Damages. In the event that (i) (A) neither the Ex
------------------
change Offer Registration Statement nor a Shelf Registration Statement is
filed with the SEC on or prior to the 150th day after the Issue Date or (B)
notwithstanding that the Company and the Trust have consummated or will
consummate an Exchange Offer, the Company and the Trust are required to file
a Shelf Registration Statement and such Shelf Registration Statement is not
filed on or prior to the date required by Section 2(b) hereof, then
commencing on the day after the applicable required filing date, additional
interest shall accrue on the principal amount of the Subordinated Debentures,
and additional Distributions shall accumulate on the liquidation amount of
the Capital Securities, each at a rate of 0.25% per annum; or

(ii) (A) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is declared effective by the SEC on or prior to the
30th day after the applicable required filing date or (B) notwithstanding
that the Company and the Trust have consummated an Exchange Offer, the
Company and the Trust are required to file a Shelf Registration Statement and
such Shelf Registration Statement is not declared effective by the SEC on or
prior to the 30th day after the date such Shelf Registration Statement was
required to be filed, then, commencing on the 31st day after the applicable
required filing date, additional interest shall accrue on the principal
amount of the Subordinated Debentures, and additional distributions shall
accumulate on the liquidation amount of the Capital Securities, each at a
rate of 0.25% per annum; or

(iii) (A) the Trust has not exchanged Exchange Capital Securities for
all Capital Securities or the Company has not exchanged Exchange Guarantees
or Exchange Subordinated Debentures for all Guarantees or Subordinated
Debentures validly tendered, in accordance with the terms of the Exchange
Offer on or prior to the 30th day after the date on which the Exchange Offer
Registration Statement was declared effective or (B) if applicable, the Shelf
Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be effective at any time prior to the
expiration of the Rule 144(k) Period (other than after such time as all
Capital Securities have been disposed of thereunder or otherwise cease to be
Registrable Securities), then additional interest shall accrue on the
principal amount of Subordinated Debentures, and additional distributions
shall accumulate on the liquidation amount of the Capital Securities, each
at a rate of 0.25% per annum commencing on (x) the 31st day after such effec-
tive date, in the case of (A) above, or (y) the day such Shelf Registration
Statement ceases to be effective in the case of (B) above;

provided, however, that neither the additional interest rate on the
Subordinated Debentures, nor the additional distribution rate on the
liquidation amount of the Capital Securities, may exceed in the aggregate
0.25% per annum; provided, further, however, that (1) upon the filing of the
Exchange Offer Registration Statement or a Shelf Registration Statement (in
the case of clause (i) above), (2) upon the effectiveness of the Exchange
Offer Registration Statement or a Shelf Registration Statement (in the case
of clause (ii) above), or (3) upon the exchange of Exchange Capital Securi-
ties, Exchange Guarantees and Exchange Subordinated Debentures for all
Capital Securities, Guarantees and Subordinated Debentures tendered (in the
case of clause (iii)(A) above), or upon the effectiveness of the Shelf
Registration Statement which had ceased to remain effective (in the case of
clause (iii)(B) above), additional interest on the Subordinated Debentures,
and additional distributions on the liquidation amount of the Capital
Securities as a result of such clause (or the relevant subclause thereof),
as the case may be, shall cease to accrue or accumulate, as the case may be.

Any amounts of additional interest and additional Distributions due
pursuant to Section 2(e)(i), (ii) or (iii) above will be payable in cash on
the relevant record dates for the payment of interest and Distributions
pursuant to the Indenture and the Declaration, respectively.

(f) Specific Enforcement. Without limiting the remedies available
--------------------
to the Holders, the Company and the Trust acknowledge that any failure by the
Company or the Trust to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Holders
for which there is no adequate remedy at law, that it would not be possible
to measure damages for such injuries precisely and that, in the event of any
such failure, any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Trust's obligations under Section
2(a) and Section 2(b) hereof.

3. Registration Procedures. In connection with the obligations
-----------------------
of the Company and the Trust with respect to the Registration Statements
pursuant to Sections 2(a) and 2(b) hereof, the Company and the Trust shall
use their best efforts to:

(a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
within the relevant time period specified in Section 2 hereof on the
appropriate form under the Securities Act, which form (i) shall be
selected by the Company and the Trust, (ii) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by
the selling Holders thereof and (iii) shall comply as to form in all
material respects with the requirements of the applicable form and include
all financial statements required by the SEC to be filed therewith; and use
its best efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2 hereof;
provided, however, that if (1) such filing is pursuant to
-------- -------
Section 2(b),or (2)a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2(a) is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities, before filing any Registration Statement or Prospectus
or any amendments or supplements thereto, the Company and the Trust shall
furnish to and afford the Holders of the Registrable Securities and each
such Participating Broker-Dealer, as the case may be, covered by such
Registration Statement, their counsel and the managing underwriters, if
any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein
and all exhibits thereto) proposed to be filed. The Company and the Trust
shall not file any Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Holders must be afforded an
opportunity to review prior to the filing of such document if the Majority
Holders or such Participating Broker-Dealer, as the case may be, their
counsel or the managing underwriters, if any, shall reasonably object;

(b) prepare and file with the SEC such amendments and post-
effective amendments to each Registration Statement as may be necessary
to keep such Registration Statement effective for the Effectiveness Period
or the Applicable Period, as the case may be; and cause each Prospectus to
be supplemented, if so determined by the Company or the Trust or requested
by the SEC, by any required prospectus supplement and as so supplemented to
be filed pursuant to Rule 424 (or any similar provision then in force)
under the Securities Act, and comply with the provisions of the Securities
Act, the Exchange Act and the rules and regulations promulgated thereunder
applicable to it with respect to the disposition of all securities covered
by each Registration Statement during the Effectiveness Period or the
Applicable Period, as the case may be, in accordance with the intended
method or methods of distribution by the selling Holders thereof described
in this Agreement (including sales by any Participating Broker-Dealer);

(c) in the case of a Shelf Registration, (i) notify each Holder
of Registrable Securities included in the Shelf Registration Statement, at
least three Business Days prior to filing, that a Shelf Registration
Statement with respect to the Registrable Securities is being filed and ad-
vising such Holder that the distribution of Registrable Securities will be
made in accordance with the method selected by the Majority Holders; and
(ii) furnish to each Holder of Registrable Securities included in the Shelf
Registration Statement and to each underwriter of an underwritten offering
of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter
may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) consent to the use of
the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Registrable Securities included in the Shelf
Registration Statement in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

(d) in the case of a Shelf Registration, use its best efforts to
register or qualify the Registrable Securities under all applicable state
securities or "blue sky" laws of such jurisdictions by the time the
applicable Registration Statement is declared effective by the SEC as any
Holder of Registrable Securities covered by a Registration Statement and
each underwriter of an underwritten offering of Registrable Securities
shall reasonably request in writing in advance of such date of
effectiveness, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however,
-------- -------
that the Company and the Trust shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d),
(ii) file any general consent to service of process in any jurisdiction
where it would not otherwise be subject to such service of process or
(iii) subject itself to taxation in any such jurisdiction if it is not
then so subject;

(e) in the case of (1)a Shelf Registration or (2) Participating Bro-
ker-Dealers from whom the Company or the Trust has received prior written
notice that they will be utilizing the Prospectus contained in the Exchange
Offer Registration Statement as provided in Section 3(t) hereof,are seeking
to sell Exchange Securities and are required to deliver Prospectuses,notify
each Holder of Registrable Securities,or such Participating Broker-Dealers,
as the case may be, their counsel and the managing underwriters, if any,
promptly and promptly confirm such notice in writing (i)when a Registration
Statement has become effective and when any post-effective amendments and
supplements thereto become effective, (ii) of any request by the SEC or any
state securities authority for amendments and supplements to a Registration
Statement or Prospectus or for additional information after the Registra-
tion Statement has become effective, (iii) of the issuance by the SEC or
any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the qualification of the
Registrable Securities or the Exchange Securities to be offered or sold
by any Participating Broker-Dealer in any jurisdiction described in
paragraph 3(d) hereof or the initiation of any proceedings for that
purpose, (iv) in the case of a Shelf Registration, if, between the
effective date of a Registration Statement and the closing of any sale
of Registrable Securities covered thereby, the
representations and warranties of the Company and the Trust contained
in any purchase agreement, securities sales agreement or other similar
agreement, if any cease to be true and correct in all material respects,
and (v) of the happening of any event or the failure of any event to occur
or the discovery of any facts or otherwise, during the Effectiveness Period
which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which causes such
Registration Statement or Prospectus to omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and (vi) the Company and the
Trust's reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate;

(f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the
earliest possible moment;

(g) in the case of a Shelf Registration, furnish to each Holder
of Registrable Securities included within the coverage of such Shelf
Registration Statement, without charge, at least one conformed copy of each
Registration Statement relating to such Shelf Registration and any
post-effective amendment thereto (without documents incorporated therein
by reference or exhibits thereto, unless requested);

(h) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely pre-
paration and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends and in such
denominations (consistent with the provisions of the Indenture and the
Declaration) and registered in such names as the selling Holders or
the underwriters may reasonably request at least two Business Days prior
to the closing of any sale of Registrable Securities pursuant to such
Shelf Registration Statement;

(i) in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any circumstance contemplated by
Section 3(e)(ii),3(e)(iii),3(e)(v)or 3(e)(vi) hereof, use its best efforts
to prepare a supplement or post-effective amendment to a Registration
Statement or the related Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus
will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
and to notify each Holder to suspend use of the Prospectus as promptly
as practicable after the occurrence of such an event, and each Holder
hereby agrees to suspend use of the Prospectus until the Company
has amended or supplemented the Prospectus to correct such misstatement
or omission;

(j) in the case of a Shelf Registration, a reasonable time prior
to the filing of any document which is to be incorporated by reference into
a Registration Statement or a Prospectus after the initial filing of a
Registration Statement, provide a reasonable number of copies of such
document to the Holders;and make such of the representatives of the Company
and the Trust as shall be reasonably requested by the Holders of
Registrable Securities or the Initial Purchasers on behalf of such Holders
available for discussion of such document;

(k) obtain a CUSIP number for all Exchange Capital Securities and
the Capital Securities (and if the Trust has made a distribution of the
Subordinated Debentures to the Holders of the Capital Securities, the
Subordinated Debentures or the Exchange Subordinated Debentures)as the case
may be, not later than the effective date of a Registration Statement, and
provide the Trustee with printed certificates for the Exchange Securities
or the Registrable Securities, as the case may be, in a form eligible for
deposit with the Depositary;

(l) cause the Indenture, the Declaration, the Guarantee and the
Exchange Guarantee to be qualified under the Trust Indenture Act of 1939
(the "TIA") in connection with the registration of the Exchange Securi-
---
ties or Registrable Securities,as the case may be,and effect such changes
to such documents as may be required for them to be so qualified in accor-
dance with the terms of the TIA and execute, and use its best efforts to
cause the relevant trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed
with the SEC to enable such documents to be so qualified in a timely manner;

(m) in the case of a Shelf Registration, enter into such
agreements (including underwriting agreements) as are customary in
underwritten offerings and take all such other appropriate actions as are
reasonably requested in order to expedite or facilitate the registration or
the disposition of such Registrable Securities, and in such connection,
whether or not an underwriting agreement is entered into and whether or not
the registration is an underwritten registration, if requested by (x) any
Initial Purchaser,in the case where an Initial Purchaser holds Securities
acquired by it as part of its initial distribution and (y) other Holders of
Securities covered thereby: (i) make such representations and warranties to
Holders of such Registrable Securities and the underwriters (if any), with
respect to the business of the Trust,the Company and its subsidiaries as
then conducted and the Registration Statement, Prospectus and documents, if
any,incorporated or deemed to be incorporated by reference therein, in each
case, as are customarily made by issuers to underwriters in underwritten
offerings, and confirm the same if and when requested;(ii) obtain opinions
of counsel to the Company and the Trust and updates thereof(which may be in
the form of a reliance letter)in form and substance reasonably satisfactory
to the managing underwriters (if any) and the Holders of a majority in
principal amount of the Registrable Securities being sold,addressed to each
selling Holder and the underwriters(if any)covering the matters customarily
covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such underwriters(it being agreed
that the matters to be covered by such opinion may be subject to customary
qualifications and exceptions); (iii) obtain "cold comfort" letters and
updates thereof in form and substance reasonably satisfactory to the
managing underwriters from the independent certified public accountants of
the Company and the Trust (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company and the Trust
or of any business acquired by the Company and the Trust for which
financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings and such other matters as reasonably
requested by such underwriters in accordance with Statement on Auditing
Standards No. 72; and (iv) if an underwriting agreement is entered into,the
same shall contain indemnification provisions and procedures no less favor-
able than those set forth in Section 4 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal
amount of Registrable Securities covered by such Registration Statement and
the managing underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section (including, without limitation, such
underwriters and selling Holders). The above shall be done at each closing
under such underwriting agreement, or as and to the extent required
thereunder;

(n) if (1) a Shelf Registration is filed pursuant to Section 2(b)
or (2) a Prospectus contained in an Exchange Offer Registration Statement
filed pursuant to Section 2(a) is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, make reasonably available
for inspection by any selling Holder of such Registrable Securities being
sold, or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable
Securities, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as
the case may be, or underwriter (collectively, the "Inspectors"), at the
---------
offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and properties
of the Trust, the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary
-------
to enable them to exercise any applicable due diligence responsibilities,
and cause the officers, directors and employees of the Trust, the Company
and its subsidiaries to supply all relevant information in each case
reasonably requested by any such Inspector in connection with such
Registration Statement provided, however, that the foregoing inspection and
-------- -------
information gathering shall be coordinated on behalf of the Purchasers by
you and on behalf of the other parties, by one counsel designated by you
and on behalf of such other parties as described in Section 2(c) hereof.
Records which the Company and the Trust determine,in good faith,to be con-
fidential and any records which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i)the disclosure of such
Records is necessary to avoid or correct a material misstatement or
omission in such Registration Statement, (ii)the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction or is necessary in connection with any action, suit or pro-
ceeding or (iii)the information in such Records has been made generally
available to the public. Each selling Holder of such Registrable Securities
and each such Participating Broker-Dealer will be required to agree in
writing that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it as the basis for
any market transactions in the securities of the Trust or the Company
unless and until such is made generally available to the public. Each
selling Holder of such Registrable Securities and each such Participating
Broker-Dealer will be required to further agree in writing that it will,
upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company at
its expense to undertake appropriate action to prevent disclosure of the
Records deemed confidential;

(o) comply with all applicable rules and regulations of the SEC
so long as any provision of this Agreement shall be applicable and make
generally available to its securityholders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 there-
under (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end
of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm commitment or best efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on
the first day of the first fiscal quarter of the Company after the
effective date of a Registration Statement, which statements shall cover
said 12-month periods;

(p) upon consummation of an Exchange Offer or a Private Exchange,
if requested by a Trustee, obtain an opinion of counsel to the Company
addressed to the Trustee for the benefit of all Holders of Registrable
Securities participating in the Exchange Offer or the Private Exchange, as
the case may be, and which includes an opinion that (i) the Company and the
Trust, as the case requires, has duly authorized,executed and delivered the
Exchange Securities and Private Exchange Securities, and (ii) each of the
Exchange Securities or the Private Exchange Securities, as the case may be,
constitute a legal,valid and binding obligation of the Company or the
Trust,as the case requires, enforceable against the Company or the Trust,
as the case requires, in accordance with its respective terms (in each
case, with customary exceptions);

(q) if an Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Securities by Holders to the
Company or the Trust, as applicable (or to such other Person as directed
by the Company or the Trust, respectively), in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be, the
Company or the Trust, as applicable, shall mark, or cause to be marked,
on such Registrable Securities delivered by such Holders that such
Registrable Securities are being cancelled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be;
in no event shall such Registrable Securities be marked as paid or
otherwise satisfied;

(r) cooperate with each seller of Registrable Securities covered
by any Registration Statement and each underwriter,if any, participating in
the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with the NASD;

(s) use its best efforts to take all other steps necessary to
effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby;

(t) (A) in the case of the Exchange Offer Registration Statement
(i) include in the Exchange Offer Registration Statement a section entitled
"Plan of Distribution," which section shall be reasonably acceptable to the
Initial Purchasers or another representative of the Participating
Broker-Dealers,and which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the poten-
tial "underwriter" status of any broker-dealer (a "Participating Broker-
---------------------
Dealer") that holds Registrable Securities acquired for its own account
------
as a result of market-making activities or other trading activities and
that will be the beneficial owner (as defined in Rule 13d-3 under the Ex-
change Act) of Exchange Securities to be received by such broker-dealer in
the Exchange Offer, whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in the
reasonable judgment of the Initial Purchasers or such other representative,
represent the prevailing views of the staff of the SEC, including a state-
ment that any such broker-dealer who receives Exchange Securities for
Registrable Securities pursuant to the Exchange Offer may be deemed a
statutory underwriter and must deliver a prospectus meeting the require-
ments of the Securities Act in connection with any resale of
such Exchange Securities, (ii) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred
to in Section 3(e), without charge, as many copies of each Prospectus
included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request (each of the Company
and the Trust hereby consents to the use of the Prospectus forming
part of the Exchange Offer Registration Statement or any amendment or
supplement thereto by any Person subject to the prospectus delivery
requirements of the Securities Act, including all Participating
Broker-Dealers, in connection with the sale or transfer of the Exchange
Securities covered by the Prospectus or any amendment or supplement
thereto), (iii) use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus
to be lawfully delivered by all Persons subject to the
prospectus delivery requirements of the Securities Act for such
period of time as such Persons must comply with such requirements under
the Securities Act and applicable rules and regulations in order to resell
the Exchange Securities; provided, however, that such period shall not be
-------- -------
required to exceed 90 days (or such longer period if extended pursuant
to the last sentence of Section 3 hereof) (the "Applicable Period"), and
-----------------
(iv) include in the transmittal letter or similar documentation
to be executed by an exchange offeree in order to participate in the
Exchange Offer (x) the following provision:

"If the exchange offeree is a broker-dealer holding
Registrable Securities acquired for its own account
as a result of market-making activities or other trading
activities, it will deliver a prospectus meeting the
requirements of the Securities Act in connection with
any resale of Exchange Securities received in respect
of such Registrable Securities pursuant to the Exchange
Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer
will not be deemed to admit that it is an underwriter within the meaning of
the Securities Act; and

(B) in the case of any Exchange Offer Registration Statement, the
Company and the Trust agree to deliver to the Initial Purchasers or to
another representative of the Participating Broker-Dealers, if requested by
any such Initial Purchasers or such other representative of the Partici-
pating Broker-Dealers,on behalf of the Participating Broker-Dealers upon
consummation of the Exchange Offer (i) an opinion of counsel in form and
substance reasonably satisfactory to the Initial Purchasers or such other
representative of the Participating Broker-Dealers, covering the matters
customarily covered in opinions requested in connection with Exchange Offer
Registration Statements and such other matters as may be reasonably
requested (it being agreed that the matters to be covered by such opinion
may be subject to customary qualifications and exceptions),(ii) an officers'
certificate containing certifications substantially similar to those set
forth in Section 5(d) of the Purchase Agreement and such additional
certifications as are customarily delivered in a public offering of debt
securities and (iii) as well as upon the effectiveness of the Exchange
Offer Registration Statement, a comfort letter, in each case, in customary
form if permitted by Statement on Auditing Standards No. 72.

The Company or the Trust may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company or the Trust, as applicable, such information regarding such seller
as may be required by the staff of the SEC to be included in a Registration
Statement. The Company or the Trust may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request. The
Company shall have no obligation to register under the Securities Act the
Registrable Securities of a seller who so fails to furnish such information.

In the case of (1) a Shelf Registration Statement or
(2) Participating Broker-Dealers who have notified the Company and the Trust
that they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(t) hereof, are seeking to
sell Exchange Securities and are required to deliver Prospectuses each Holder
agrees that, upon receipt of any notice from the Company or the Trust of the
happening of any event of the kind described in Section 3(e)(ii), 3(e)(iii),
3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposi-
tion of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof or until it is advised in writing (the
"Advice") by the Company and the Trust that the use of the applicable
------
Prospectus may be resumed, and, if so directed by the Company and the Trust,
such Holder will deliver to the Company or the Trust (at the Company's or the
Trust's expense, as the case requires) all copies in such Holder's posses-
sion, other than permanent file copies then in such Holder's possession, of
the Prospectus covering such Registrable Securities or Exchange Securities,
as the case may be, current at the time of receipt of such notice. If the
Company or the Trust shall give any such notice to suspend the disposition
of Registrable Securities or Exchange Securities, as the case may be,
pursuant to a Registration Statement, the Company and the Trust shall use
their best efforts to file and have declared effective (if an amendment) as
soon as practicable an amendment or supplement to the Registration Statement
and shall extend the period during which such Registration Statement shall
be maintained effective pursuant to this Agreement by the number of days in
the period from and including the date of the giving of such notice to and
including the date when the Company and the Trust shall have made
available to the Holders (x) copies of the supplemented or amended Prospectus
necessary to resume such dispositions or (y) the Advice.

4. Indemnification and Contribution. In connection with any
--------------------------------
Registration Statement, the Company and the Trust shall, jointly and
severally, indemnify and hold harmless each Initial Purchaser, each Holder,
each underwriter who participates in an offering of the Registrable
Securities, each Participating Broker-Dealer, each Person, if any, who
controls any of such parties within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and each of their respective
directors, officers, employees and agents, as follows:

(i) from and against any and all loss, liability, claim, damage
and expense whatsoever, joint or several, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto), covering Registrable
Securities or Exchange Securities, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (or
any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;

(ii) from and against any and all loss, liability, claim, damage
and expense whatsoever, joint or several, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any court or governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, if such
settlement is effected with the prior written consent of the Company; and

(iii) from and against any and all expenses whatsoever, as
incurred (including reasonable fees and disbursements of counsel chosen by
such Holder, such Participating Broker-Dealer, or any underwriter (except to
the extent otherwise expressly provided in Section 4(c) hereof)), reasonably
incurred in investigating, preparing or defending against any litigation, or
any investigation or proceeding by any court or governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under subparagraph (i) or (ii)
of this Section 4(a);

provided, however, that (i) this indemnity does not apply to any loss,
- -------- -------
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished in writing
to the Company or the Trust by such Holder, such Participating Broker-Dealer
or any underwriter with respect to such Holder, Participating Broker-Dealer
or any underwriter, as the case may be, expressly for use in the Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto) and (ii) the Company and the Trust shall not be liable
to any such Holder, Participating Broker-Dealer, any underwriter or con-
trolling person, with respect to any untrue statement or alleged untrue
statement or omission or alleged omission in any preliminary Prospectus to
the extent that any such loss, liability, claim, damage or expense of any
Holder, Participating Broker-Dealer, any underwriter or controlling person
results from the fact that such Holder, any underwriter or Participating
Broker-Dealer sold Securities to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
final Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to such Holder, underwriter or Partic-
ipating Broker-Dealer and the loss, liability, claim, damage or expense of
such Holder, underwriter, Participating Broker-Dealer or controlling person
results from an untrue statement or omission of a material fact contained in
the preliminary Prospectus which was corrected in the final Prospectus. Any
amounts advanced by the Company or the Trust to an indemnified party pursuant
to this Section 4 as a result of such losses shall be returned to the Company
or the Trust if it shall be finally determined by such a court in a judgment
not subject to appeal or final review that such indemnified party was not
entitled to indemnification by the Company or the Trust.

(b) Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Trust, any underwriter and the other
selling Holders and each of their respective directors, officers (including
each officer of the Company and the Trust who signed the Registration
Statement), employees and agents and each Person, if any, who controls the
Company, the Trust, any underwriter or any other selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all loss, liability, claim, damage and expense
whatsoever described in the indemnity contained in Section 4(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with written information furnished to the
Company or the Trust by such selling Holder with respect to such Holder
expressly for use in the Registration Statement (or any amendment thereto),
or any such Prospectus (or any amendment or supplement thereto); provided,
--------
however, that, in the case of Shelf Registration Statement, no such Holder
- -------
shall be liable for any claims hereunder in excess of the amount of net
proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.

(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it
may have under this Section 4, except to the extent that it is materially
prejudiced by such failure. An indemnifying party may participate at its own
expense in the defense of such action. If an indemnifying party so elects
within a reasonable time after receipt of such notice, an indemnifying party,
severally or jointly with any other indemnifying parties receiving such
notice, may assume the defense of such action with counsel chosen by it and
reasonably acceptable to the indemnified parties defendant in such action,
provided, however, that if (i) representation of such indemnified party by
- -------- -------
the same counsel would present a conflict of interest or (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and any such indemnified party
reasonably determines that there may be legal defenses available to such
indemnified party which are different from or in addition to those available
to such indemnifying party, then in the case of clauses (i) and (ii) of this
Section 4(c) such indemnifying party and counsel for each indemnifying party
or parties shall not be entitled to assume such defense. If an indemnifying
party is not entitled to assume the defense of such action as a result of the
proviso to the preceding sentence, counsel for such indemnifying party and
counsel for each indemnified party or parties shall be entitled to conduct
the defense of such indemnified party or parties. If an indemnifying party
assumes the defense of such action, in accordance with and as permitted by
the provisions of this paragraph, such indemnifying parties shall not be
liable for any fees and expenses of counsel for the indemnified parties
incurred thereafter in connection with such action. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to local counsel), separate from its own counsel, for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without
the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or
any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever in respect of which indemnification
or contribution could be sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an
unconditional written release in form and substance satisfactory to the
indemnified parties of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

(d) Notwithstanding the last sentence of Section 4(c), if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for reasonable fees and expenses of counsel
pursuant to Section 4(a)(iii) above, such indemnifying party agrees that it
shall be liable for any settlement effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least 30 days
prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement; provided that an indemnifying
--------
party shall not be liable for any such settlement effected without its
consent if such indemnifying party (1) reimburses such indemnified party in
accordance with such request to the extent it considers reasonable and (2)
provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement.

(e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company, the Trust, and
the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Trust, and the Holders, as incurred; provided
--------
that no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any
Person that was not guilty of such fraudulent misrepresentation. As between
the Company, the Trust, and the Holders, such parties shall contribute to
such aggregate losses, liabilities, claims, damages and expenses of the
nature contemplated by such indemnity agreement in such proportion as shall
be appropriate to reflect the relative fault of the Company and Trust, on the
one hand, and the Holders, on the other hand, with respect to the statements
or omissions which resulted in such loss, liability, claim, damage or
expense, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault of the Company and the Trust,
on the one hand, and of the Holders, on the other hand, shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or
the Trust, on the one hand, or by or on behalf of the Holders,
on the other, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement
or omission. The Company, the Trust and the Holders of the Registrable
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 4 were to be determined by pro rata allocation or
by any other method of allocation that does not take into account the
relevant equitable considerations. For purposes of this Section 4, each
affiliate of a Holder, and each director, officer, employee, agent and
Person, if any, who controls a Holder or such affiliate within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
have the same rights to contribution as such Holder, and each director of
each of the Company or the Trust, each officer of each of the Company or the
Trust who signed the Registration Statement, and each Person, if any, who
controls each of the Company and the Trust within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as each of the Company or the Trust.

5. Participation in Underwritten Registrations. No Holder may
-------------------------------------------
participate in any underwritten registration hereunder unless such Holder
(a) agrees to sell such Holder's Registrable Securities on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of
such underwriting arrangements.

6. Selection of Underwriters. The Holders of Registrable
-------------------------
Securities covered by the Shelf Registration Statement who desire to do so
may sell the securities covered by such Shelf Registration in an underwritten
offering. In any such underwritten offering, the underwriter or underwriters
and manager or managers that will administer the offering will be selected
by the Holders of a majority in aggregate principal amount of the Registrable
Securities included in such offering; provided, however, that such
-------- -------
underwriters and managers must be reasonably satisfactory to the Company and
the Trust.

7. Miscellaneous.
-------------

(a) Rule 144 and Rule 144A. For so long as the Company or the
----------------------
Trust is subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Securities remain outstanding, the Company
and the Trust, as the case may be, will their its best efforts to file the
reports required to be filed by it under the Securities Act and Section 13(a)
or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it
will, upon the request of any Holder of Registrable Securities
(a) make publicly available such information as is necessary to
permit sales of their securities pursuant to Rule 144 under the Securities
Act, (b) deliver such information to a prospective purchaser as is necessary
to permit sales of their securities pursuant to Rule 144A under the
Securities Act and it will take such further action as any Holder of
Registrable Securities may reasonably request, and (c) take such further
action that is reasonable in the circumstances, in each case, to the extent
required from time to time to enable such Holder to sell its Registrable
Securities without registration under the Securities Act within the limita-
tion of the exemptions provided by (i) Rule 144 under the Securities Act, as
such rule may be amended from time to time, (ii) Rule 144A under the
Securities Act, as such rule may be amended from time to time, or (iii) any
similar rules or regulations hereafter adopted by the SEC. Upon the request
of any Holder of Registrable Securities, the Company and the Trusts will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

(b) No Inconsistent Agreements. The Company or the Trust has not
--------------------------
entered into nor will the Company or the Trust on or after the date of this
Agreement enter into any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's or the Trust's other
issued and outstanding securities under any such agreements.

(c) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless the Company and the Trust has obtained the
written consent of Holders of at least a majority in aggregate principal
amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or departure; provided no amendment,
--------
modification or supplement or waiver or consent to the departure with respect
to the provisions of Section 4 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such
Holder of Registrable Securities. Notwithstanding the foregoing sentence,
(i) this Agreement may be amended, without the consent of any Holder of
Registrable Securities, by written agreement signed by the Company, the Trust
and Morgan Stanley, to cure any ambiguity, correct or supplement any
provision of this Agreement that may be inconsistent with any other provision
of this Agreement or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with
other provisions of this Agreement, (ii) this Agreement may be amended,
modified or supplemented, and waivers and consents to departures from the
provisions hereof may be given, by written agreement signed by the Company,
the Trust and Morgan Stanley to the extent that any such amendment, modifica-
tion, supplement, waiver or consent is, in their reasonable judgment, necessary
or appropriate to comply with applicable law (including any interpretation of
the Staff of the SEC) or any change therein and (iii) to the extent any
provision of this Agreement relates to the Initial Purchasers, such provision
may be amended, modified or supplemented, and waivers or consents to
departures from such provisions may be given, by written agreement signed by
Morgan Stanley, the Company and the Trust.

(d) Notices. All notices and other communications provided for
-------
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company or the Trust by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is, with respect to
the Initial Purchasers, the address set forth in the Purchase Agreement; and
(ii) if to the Company or the Trust, initially at the Company's address set
forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 7(d).

All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied;
and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

(e) Successors and Assigns. This Agreement shall inure to the
----------------------
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchasers, including, without limitation and without the need for
an express assignment, subsequent Holders; provided, however, that nothing
-------- -------
herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Registrable Securities, in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable
Securities, such Person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof.

(f) Third Party Beneficiary. Each of the Initial Purchasers shall
-----------------------
be a third party beneficiary of the agreements made hereunder between the
Company and the Trust, on the one hand, and the Holders, on the other hand,
and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the
rights of Holders hereunder.

(g) Counterparts. This Agreement may be executed in any number
------------
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience
--------
of reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
-------------
MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

(j) Severability. In the event that any one or more of the
------------
provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

(k) Securities Held by the Company, the Trust or its Affiliates.
-----------------------------------------------------------
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by
the Company, the Trust or its affiliates (as such term is defined in Rule 405
under the Securities Act) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

BANK OF BOSTON CORPORATION

By:
----------------------------------------
Name:
Title:

BANKBOSTON CAPITAL TRUST II

By:
----------------------------------------
Name:
Title:

Confirmed and accepted as of
the date first above
written:

MORGAN STANLEY & CO. INCORPORATED
UBS SECURITIES LLC

By: MORGAN STANLEY & CO. INCORPORATED,
as Representative of the
Several Initial Purchasers

By:
--------------------------
Name:
Title:

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

BANK OF BOSTON CORPORATION

By:
----------------------------------------
Name: Kathleen M. McGillycuddy
Title: Group Director, Asset/
Liability Management

BANKBOSTON CAPITAL TRUST II

By:
----------------------------------------
Name: Kathleen M. McGillycuddy
Title: Administrative Trustee

(Registration Rights Agreement)

EXHIBIT 12.1

COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
(Excluding Interest on Deposits)

The Corporation's ratios of earnings to fixed charges (excluding interest on
deposits) for the nine months ended September 30, 1996 and 1995 and for the
five years ended December 31, 1995 were as follows:

<TABLE>
<CAPTION>
Nine Months Years Ended December
Ended September 30, 31,
(dollars in millions) ------------------- --------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net income (loss) $ 449 $ 678 $ 542
Extraordinary items, net of tax -- -- 7
Cumulative effect of changes in
accounting principles, net of tax -- -- --
Income tax expense (benefit) 341 529 422
---- ---- ----
Pretax earnings (loss) $ 790 $ 1,207 $ 971
====== ======= ======
Fixed charges:
Portion of rental expense
(net of sublease
rental income) which
approximates the
interest factor 30 38 35
Interest on borrowed funds 652 1,079 1,038
---- ----- -----
Total fixed charges $ 682 $1,117 $1,073
====== ====== ======
Earnings (for ratio calculation) $1,472 $2,324 $2,044
====== ====== ======
Ratio of earnings to fixed 2.16x 2.08x 1.90x
charges ====== ====== ======

(table continued)
Years Ended December 31,
------------------------
(dollars in millions)
1993 1992 1991
---- ---- ----
Net income (loss) $ 367 $ 338 $ (103)
Extraordinary items, net of tax -- (73) (8)
Cumulative effect of changes in
accounting principles, net of tax (24) -- --
Income tax expense (benefit) 262 190 (51)
---- ---- -----
Pretax earnings (loss) $ 605 $ 455 $ (162)
====== ====== ========
Fixed charges:
Portion of rental expense
(net of sublease
rental income) which
approximates the
interest factor 36 37 39
Interest on borrowed funds 384 352 386
---- ---- ----
Total fixed charges $ 420 $ 389 $ 425
====== ====== ======
Earnings (for ratio calculation) $1,025 $ 844 $ 263
====== ====== =======
Ratio of earnings to fixed 2.44x 2.17x .62x
charges ====== ====== =======

</TABLE>

For purposes of computing the consolidated ratio of earnings to fixed
charges, "earnings" represent income (loss) before extraordinary items and
cumulative effect of changes in accounting principles plus applicable income
taxes and fixed charges. "Fixed charges" include gross interest expense
(excluding interest on deposits) and the proportion deemed representative of
the interest factor of rent expense, net of income from subleases. For the
year ended December 31, 1991, earnings were insufficient to cover fixed
charges. Additional earnings necessary for the year ended December 31, 1991
to bring the ratio of earnings to fixed charges to a one-to-one basis are
$162 million.

EXHIBIT 12.2

COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
(Including Interest on Deposits)

The Corporation's ratios of earnings to fixed charges (including interest on
deposits) for the nine months ended September 30, 1996 and for the five years
ended December 31, 1995 were as follows:

<TABLE>
<CAPTION>
Nine Months
Ended September
30, Years Ended December 31,
(dollars in millions) -------------- ------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ 449 $ 678 $ 542 $ 367 $ 338 $ (103)
Extraordinary items, net of tax -- 7 -- (73) (8)
Cumulative effect of changes in
accounting principles, net of
tax -- -- -- (24) -- --

Income tax expense (benefit) 341 529 422 262 190 (51)
--- --- --- --- --- ----
Pretax earnings (loss) $ 790 $ 1,207 $ 971 $ 605 $ 455 $ (162)
====== ======= ====== ====== ====== ========
Fixed charges:
Portion of rental expense
(net of sublease
rental income) which
approximates the
interest factor 30 38 35 36 37 39
Interest on borrowed funds 652 1,079 1,038 384 352 386
Interest on deposits 1,262 1,791 1,301 1,177 1,640 2,202
----- ----- ----- ----- ----- -----
Total fixed charges $1,944 $2,908 $2,374 $1,597 $2,029 $2,627
====== ====== ====== ====== ====== ======
Earnings (for ratio
calculation) $2,734 $4,115 $3,345 $2,202 $2,484 $2,465
====== ====== ====== ====== ====== ======
Ratio of earnings to fixed 1.41x 1.42x 1.41x 1.38x 1.22x .94x
charges ====== ====== ====== ====== ====== ======

</TABLE>

For purposes of computing the consolidated ratio of earnings to fixed
charges, "earnings" represent income (loss) before extraordinary items and
cumulative effect of changes in accounting principles plus applicable income
taxes and fixed charges. "Fixed charges" include gross interest expense
(including interest on deposits) and the proportion deemed representative of
the interest factor of rent expense, net of income from subleases. For the
year ended December 31, 1991, earnings were insufficient to cover fixed
charges. Additional earnings necessary for the year ended December 31, 1991
to bring the ratio of earnings to fixed charges to a one-to-one basis are
$162 million.

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Bank of Boston Corporation

We consent to the incorporation by reference, in this registration
statement on Form S-4, of the following reports:

(i) our report dated January 18, 1996, on our audits of the consolidated
financial statements of Bank of Boston Corporation and Subsidiaries
as of December 31, 1995 and 1994, and for each of the three years in
the period ended December 31, 1995, incorporated by reference in the
Corporation's 1995 Annual Report to Stockholders filed as Exhibit 13
to the Corporation's 1995 Annual Report on Form 10-K; and

(ii) our report dated August 26, 1996, on our audits of the
supplemental consolidated financial statements for Bank of
Boston Corporation as of December 31, 1995 and 1994, and for
each of the years in the three-year period ended December 31,
1995, included in the Form 8-K of Bank of Boston Corporation
dated September 6, 1996. We did not audit the consolidated
financial statements of BayBanks, Inc., a wholly owned
subsidiary, which statements reflect total assets of
approximately $12,063,501,000 and $10,770,947,000 as of December
31, 1995 and 1994, respectively, and net interest income of
approximately $507,432,000, $464,942,000 and $423,823,000 for
each of the years in the three-year period ended December 31,
1995. Those statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it
relates to amounts included for BayBanks, Inc., is based solely
on the report of other auditors. The financial statements
referred to above give retroactive effect to the merger of Bank
of Boston Corporation with BayBanks, Inc. on July 29, 1996,
which has been accounted for as a pooling of interests as
described in Notes 1 and 2 to the supplemental consolidated
financial statements. Generally accepted accounting principles
proscribe giving effect to a consummated business combination
accounted for by the pooling of interests method in consolidated
financial statements that do not include the date of
consummation. These supplemental financial statements do not
extend through the date of consummation; however, they will
become the historical consolidated financial statements of Bank
of Boston Corporation after consolidated financial statements
covering the dates of consummation of the business combination
are issued.

We also consent to the reference to our firm under the caption
"Experts."

/s/ COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
December 30, 1996

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
BayBanks, Inc.:

We consent to the reference to our firm under the heading "Experts" in this
Registration Statement on Form S-4 and to the use of our report dated January
18, 1996, incorporated herein by reference and, with respect to the
consolidated balance sheets of BayBanks, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1995, which report has been
incorporated by reference in the Bank of Boston Corporation and BayBanks,
Inc. Joint Proxy Statement-Prospectus dated March 18, 1996 and was included
in Bank of Boston Corporation's Form 8-K dated September 6, 1996.

/s/ KPMG PEAT MARWICK LLP

Boston, Massachusetts
December 30, 1996

Exhibit 24

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this
Power of Attorney has been signed by the following persons in the capacities
and on the dates indicated. By so signing, each of the undersigned, in his
or her capacity as a director or officer, or both, as the case may be, of
Bank of Boston Corporation (the "Corporation"), does hereby appoint Charles
K. Gifford, William M. Crozier, Jr., Henrique de Campos Meirelles, William
J. Shea, Kathleen M. McGillycuddy, Robert T. Jefferson and Gary A. Spiess,
and each of them severally, or if more than one acts, a majority of them,
his or her true and lawful attorneys or attorney to execute in his or her
name, place and stead, in his or her capacity as a director or officer or
both, as the case may be, of the Corporation, the Registration Statement on
Form S-4 to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments to said Registration Statement and
all instruments necessary or incidental in connection therewith, and to file
the same with the Commission. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully and to all intents and
purposes as each of the undersigned might or could do in person, hereby
ratifying and approving the acts of said attorneys and each of them.

Signature Title Date
--------- ----- ----

Chief Executive Officer
/s/ CHARLES K. GIFFORD and Director (Chief
- -------------------------
(Charles K. Gifford) Executive Officer) December 31, 1996

/s/ WILLIAM M. CROZIER, JR. Chairman of the Board of
- ---------------------------
(William M. Crozier, Jr.) Directors and Director December 31, 1996

President and Chief
/s/ HENRIQUE D. MEIRELLES Operating Officer and
- -------------------------
(Henrique D. Meirelles) Director December 31, 1996

Vice Chairman, Chief
Financial Officer and
/s/ WILLIAM J. SHEA Treasurer (Chief Financial
- -------------------------
(William J. Shea) Officer) December 31, 1996

/s/ ROBERT T. JEFFERSON Comptroller (Chief
- -------------------------
(Robert T. Jefferson) Accounting Officer) December 31, 1996

/s/ WAYNE A. BUDD
- -------------------------
(Wayne A. Budd) Director December 31, 1996

/s/ JOHN A. CERVIERI JR.
- -------------------------
(John A. Cervieri Jr.) Director December 31, 1996

/s/ WILLIAM F. CONNELL
- -------------------------
(William F. Connell) Director December 31, 1996

/s/ GARY L. COUNTRYMAN
- -------------------------
(Gary L. Countryman) Director December 31, 1996

/s/ ALICE F. EMERSON
- -------------------------
(Alice F. Emerson) Director December 31, 1996

/s/ THOMAS J. MAY
- -------------------------
(Thomas J. May) Director December 31, 1996

/s/ DONALD F. McHENRY
- -------------------------
(Donald F. McHenry) Director December 31, 1996

/s/ PAUL C. O'BRIEN
- -------------------------
(Paul C. O'Brien) Director December 31, 1996

/s/ THOMAS R. PIPER
- -------------------------
(Thomas R. Piper) Director December 31, 1996

/s/ JOHN W. ROWE
- -------------------------
(John W. Rowe) Director December 31, 1996

/s/ RICHARD A. SMITH
- -------------------------
(Richard A. Smith) Director December 31, 1996

/s/ GLENN P. STREHLE
- -------------------------
(Glenn P. Strehle) Director December 31, 1996

/s/ WILLIAM C. VAN FAASEN
- -------------------------
(William C. Van Faasen) Director December 31, 1996

/s/ THOMAS B. WHEELER
- -------------------------
(Thomas B. Wheeler) Director December 31, 1996

/s/ ALFRED M. ZEIEN
- ------------------------
(Alfred M. Zeien) Director December 31, 1996

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(d) OF REGULATION S-T

=============================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

--------------

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

-------------

BANK OF BOSTON CORPORATION
(Exact name of obligor as specified in its charter)

Massachusetts 04-2471221
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

100 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)

_____________

73/4% Series B Junior Subordinated

Deferrable Interest Debentures
(Title of the indenture securities)

=============================================================================

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

- -----------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None. (See Note on page 3.)

16. LIST OF EXHIBITS.

EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24
OF THE COMMISSION'S RULES OF PRACTICE.

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration Statement No.
33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 30th day of December, 1996.

THE BANK OF NEW YORK

By: /S/PAUL J. SCHMALZEL
--------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(d) OF REGULATION S-T

=============================================================================
FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

-------------

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

-------------

BANKBOSTON CAPITAL TRUST II
(Exact name of obligor as specified in its charter)

Delaware 04-6819671
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

100 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)

_____________

73/4% Series B Capital Securities

(Title of the indenture securities)

=============================================================================
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

- -----------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None. (See Note on page 3.)

16. LIST OF EXHIBITS.

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

SIGNATURE

THE BANK OF NEW YORK

By:/S/ PAUL. J. SCHMALZEL
--------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(d) OF REGULATION S-T

=============================================================================
FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

----------------

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

----------------

BANK OF BOSTON CORPORATION
(Exact name of obligor as specified in its charter)

Massachusetts 04-2471221
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

100 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)

______________

Guarantee of 73/4% Series B Capital Securities of

BankBoston Capital Trust II
(Title of the indenture securities)

=============================================================================

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
- -----------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None. (See Note on page 3.)

16. LIST OF EXHIBITS.

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE

THE BANK OF NEW YORK

By: /S/PAUL J. SCHMALZEL
-------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER