<PAGE> 1
As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANK OF BOSTON CORPORATION
(Exact name of registrant 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)
1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
(Full titles of the plans)
----------------------------
GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
General Counsel and Clerk Assistant General Counsel and Assistant Clerk
BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION
100 FEDERAL STREET 100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
617-434-2870 617-434-8630
(Names, addresses and telephone numbers, including area codes,
of agents for service)
-------------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Per Aggregate Registration Fee
to be Registered(1) Registered(1) Unit(2) Offering Price(2) (2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 750,000 shares $51.625 $38,718,750 $13,351.29
$1.50 per share (3)
===================================================================================================
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the BayBanks, Inc. Savings, Profit Sharing and Stock
Ownership Plan.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the
Common Stock on July 23, 1996, as reported on the consolidated reporting
system.
(3) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced separately
from the Common Stock.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bank of Boston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
a. The Corporation's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
b. All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above;
c. The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's registration statement
filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description; and
d. The description of the Corporation's Preferred Stock Purchase
Rights contained in the Corporation's registration statement on
Form 8-A dated July 2, 1990, including any amendment or report
filed for the purpose of updating such description.
The BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan
(the "Savings Plan") hereby incorporates by reference into this registration
statement the Savings Plan's latest annual report filed pursuant to the Exchange
Act, as heretofore filed with the Commission.
All documents subsequently filed by the Corporation or the Savings
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
-2-
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock and the interests offered
herein has been passed upon for the Corporation by Gary A. Spiess, General
Counsel of the Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr.
Spiess is also an officer of certain other subsidiaries of the Corporation. As
of July 15, 1996, Mr. Spiess had a direct or indirect interest in 31,729 shares
of Common Stock and had options to purchase an additional 60,083 shares, of
which options to purchase 42,116 shares will be exercisable within 60 days after
July 15, 1996.
Item 6. 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 (a)
the articles of organization, (b) a by-law adopted by the stockholders or (c) 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, and to directors of wholly-owned
subsidiaries 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 indemnification shall be ordered by a court or such compromise 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, (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 appears 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 by or in
the right of the corporation.
The By-Laws also provide for indemnification for all other 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
-3-
<PAGE> 4
Corporation and any subsidiaries may be indemnified as determined by the Board
from time to time.
In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5(a) Opinion of Gary A. Spiess, Esq., as to the validity of the
shares of Common Stock and the interests offered herein.
5(b) Internal Revenue Service determination letter that the Savings
Plan is qualified under Section 401 of the Internal Revenue
Code.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney of certain officers and directors.
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
-4-
<PAGE> 5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of the Savings Plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the 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 may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the provisions described in Item 6, or otherwise,
the Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
26th day of July, 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 date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board of
/s/ CHARLES K. GIFFORD* Directors, Chief Executive
- -------------------------------- Officer and Director (Chief
(Charles K. Gifford) Executive Officer) July 26, 1996
President and Chief
/s/ HENRIQUE DE CAMPOS MEIRELLES Operating Officer July 26, 1996
- --------------------------------- and Director
(Henrique de Campos Meirelles)
Vice Chairman, Chief
/s/ WILLIAM J. SHEA* Financial Officer and
- --------------------------------- Treasurer (Chief Financial July 26, 1996
(William J. Shea) Officer)
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting July 26, 1996
- --------------------------------- Officer)
(Robert T. Jefferson)
-6-
<PAGE> 7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD*
- ---------------------------- Director July 26, 1996
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL* Director July 26, 1996
- ----------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director July 26, 1996
- ----------------------------
(Gary L. Countryman)
/s/ ALICE F. EMERSON*
- ---------------------------- Director July 26, 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY*
- ---------------------------- Director July 26, 1996
(Thomas J. May)
/s/ DONALD F. MCHENRY*
- ---------------------------- Director July 26, 1996
(Donald F. McHenry)
/s/ PAUL C. O'BRIEN* Director July 26, 1996
- ----------------------------
(Paul C. O'Brien)
/s/ JOHN W. ROWE* Director July 26, 1996
- ----------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH* Director July 26, 1996
- ----------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN* Director July 26, 1996
- ----------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER* Director July 26, 1996
- ----------------------------
(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN*
- ---------------------------- Director July 26, 1996
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
-----------------------------
(Gary A. Spiess, Attorney-in-Fact)
-7-
<PAGE> 8
THE SAVINGS PLAN. Pursuant to the requirements of the Securities Act
of 1933, the Savings Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on the 26th day of July, 1996.
BAYBANKS, INC. SAVINGS, PROFIT
SHARING AND STOCK OWNERSHIP PLAN
By /s/ ILENE BEAL
-----------------------------------
(Ilene Beal)
(Chairman, the BayBanks
Profit Sharing Committee)
-8-
<PAGE> 1
EXHIBIT 5(a)
July 26, 1996
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: BANK OF BOSTON CORPORATION'S REGISTRATION STATEMENT ON FORM S-8
RELATING TO THE 1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF
BAYBANKS, INC. AND AFFILIATES, THE 1988 STOCK OPTION PLAN FOR KEY
EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES AND THE BAYBANKS, INC.
SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
As General Counsel of Bank of Boston Corporation (the "Corporation") and
The First National Bank of Boston (the "Bank"), I, and other attorneys in this
office, have participated with the Corporation, its officers and officers of the
Bank in the preparation for filing with the Securities and Exchange Commission
(the "Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") covering (i) an aggregate of 750,000 shares (the "Shares") of the
Corporation's Common Stock, par value $1.50 per share, which Shares may
hereafter be acquired by participants ("Participants") in the 1978 Stock Option
Plan for Key Employees of BayBanks, Inc. and Affiliates and the 1988 Stock
Option Plan for Key Employees of BayBanks, Inc. and Affiliates (collectively,
the "Option Plans") and the BayBanks, Inc. Savings, Profit Sharing and Stock
Ownership Plan (the "Savings Plan" and, collectively with the Option Plans, the
"Plans") and (ii) an indeterminate amount of interests ("Interests") in the
Savings Plan, which Interests may hereafter be acquired by Participants in the
Savings Plan. In connection with filing the Registration Statement, the rules
and regulations of the Commission require my opinion, in my capacity as General
Counsel of the Corporation, on the matters set forth below.
In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation and the Bank such
questions of fact as we have deemed necessary or appropriate. In rendering this
opinion, I have relied upon certificates and statements of officers and
directors of the Corporation and the Bank as to factual matters, and have
assumed the genuineness of all documents submitted as copies. Moreover, as to
(ii) below, I have relied upon the opinion of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., special counsel to BayBanks, Inc.
<PAGE> 2
Bank of Boston Corporation - 2 - July 26, 1996
Based upon and subject to the foregoing, I am of the opinion that (i) the
Shares will be, upon the issuance thereof pursuant to the terms of the Plans,
legally issued, fully paid and non-assessable and (ii) the Savings Plan confers
valid Interests upon Participants in the plan, to the extent and upon the terms
and conditions described in such plan.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ GARY A. SPIESS
Gary A. Spiess
General Counsel
<PAGE> 3
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N. W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
C. Stephen Parker, Jr. Direct Dial Number
617/348-1707
July 24, 1996
Gary A. Spiess
General Counsel
Bank of Boston Corporation
100 Federal Street
Boston, MA 02110
RE: BAYBANKS, INC. SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Dear Mr. Spiess:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which we understand
will be filed by Bank of Boston Corporation (the "Corporaton") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, covering among other things certain shares of common
stock of the Corporation and certain interests in the BayBanks Savings, Profit
Sharing and Stock Ownership Plan (the "Savings Plan"). We understand that the
Registration Statement will be filed with the Commission at some point shortly
before the effectiveness of the merger of a wholly-owned subsidiary of the
Corporation with and into BayBanks, Inc., pursuant to the Agreement and Plan of
Merger by and among the Corporation, Boston Merger Corp., and BayBanks, Inc.
dated as of December 12, 1995.
We have acted as special counsel for BayBanks, Inc. with respect to certain
matters relating to the Savings Plan, including the preparation of amendments
to the Savings Plan and the making of certain filings with the Internal Revenue
Service in connection with obtaining a favorable determination letter concerning
the qualified status of the Savings Plan and its related trust under Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. We have
examined such documents and taken such additional steps as we consider necessary
to enable us to render this opinion.
<PAGE> 4
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Gary A. Spiess
July 24, 1996
Page 2
Based upon the foregoing, we are of the opinion that the Savings Plan
confers legal and valid interests upon participants therein to the extent and
upon the terms and conditions provided in the Savings Plan.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
<PAGE> 1
EXHIBIT 5 (b)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKYLN, NY 11202
Employer Identification Number
Date: June 21, 1995 04-2008039
File Folder Number:
BAYBANKS, INC. 043000734
C/O C. STEPHEN PARKER, JR. Person to Contact:
C/O MINTZ LEVIN COHN FERRIS ET AL PAULA ENG
ONE FINANCIAL CENTER Contact Telephone Number:
BOSTON, MA 02110 (718) 488-2422
Plan Name:
BAYBANKS SAVINGS, PROFIT SHARING
AND STOCK OWNERSHIP PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated May 18, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees
who are highly compensated. If this occurs, your plan will not remain
qualified.
This determination letter is applicable for the amendment(s) adopted on
December 18, 1989.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments
<PAGE> 2
-2-
BAYBANKS, INC.
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage-
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or features
for which you have provided information.
This plan qualifies for Extended Reliance described in the last
paragraph of Publication 794 under the caption "Limitations of a Favorable
Determination Letter".
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
This determination letter includes the Twelfth to the Twenty-Fourth amendment.
<PAGE> 1
EXHIBIT 23(b)
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-8, of 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.
/s/ Coopers & Lybrand, L.L.P.
Boston, Massachusetts
July 26, 1996
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
BayBanks, Inc.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Bank of Boston Corporation of the following reports:
(i) our report dated January 18, 1996, 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
(ii) our report dated June 7, 1996, relating to the statements of
financial condition of BayBanks Savings and Profit Sharing Plan, which
is a part of BayBanks, Inc. Savings, Profit Sharing and Stock Ownership
Plan, as of December 31, 1995 and 1994, the related statements of
income and changes in plan equity for each of the years in the
three-year period ended December 31, 1995, and the related supplemental
schedules, which report appears in the plan's Annual Report on Form
11-K for the year ended December 31, 1995.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
July 26, 1996
<PAGE> 1
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 J. Shea, Bradford H. Warner, 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-8 to be filed with
the Securities and Exchange Commission (the "Commission") with respect to the
shares of the Corporation's Common Stock, par value $1.50 per share, to be
issued pursuant to the 1978 Stock Option Plan for Key Employees of BayBanks,
Inc. and Affiliates, the 1988 Stock Option Plan for Key Employees of BayBanks,
Inc. and Affiliates and the BayBanks, Inc. Savings, Profit Sharing and Stock
Ownership Plan (including interests to be issued pursuant to such plan), 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
--------- ----- ----
Chairman of the Board of
Directors, Chief Executive
/s/ CHARLES K. GIFFORD Officer and Director (Chief
- --------------------------------- Executive Officer) July 26, 1996
(Charles K. Gifford)
President and Chief
/s/ HENRIQUE DE CAMPOS MEIRELLES Operating Officer July 26, 1996
- --------------------------------- and Director
(Henrique de Campos Meirelles)
Vice Chairman, Chief
/s/ WILLIAM J. SHEA Financial Officer and
- --------------------------------- Treasurer (Chief Financial July 26, 1996
(William J. Shea) Officer)
/s/ ROBERT T. JEFFERSON Comptroller (Chief Accounting July 26, 1996
- ---------------------------------- Officer)
(Robert T. Jefferson)
<PAGE> 2
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD
- ---------------------------- Director July 26, 1996
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL Director July 26, 1996
- ----------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN Director July 26, 1996
- ----------------------------
(Gary L. Countryman)
/s/ ALICE F. EMERSON
- ---------------------------- Director July 26, 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY
- ---------------------------- Director July 26, 1996
(Thomas J. May)
/s/ DONALD F. MCHENRY
- ---------------------------- Director July 26, 1996
(Donald F. McHenry)
/s/ PAUL C. O'BRIEN Director July 26, 1996
- ----------------------------
(Paul C. O'Brien)
/s/ JOHN W. ROWE Director July 26, 1996
- ----------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH Director July 26, 1996
- ----------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN Director July 26, 1996
- ----------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER Director July 26, 1996
- ----------------------------
(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN
- ---------------------------- Director July 26, 1996
(Alfred M. Zeien)
