BANK OF BOSTON CORP, S-3, 1997-05-16

BANK OF BOSTON CORP
S-3, 1997-05-16
NATIONAL COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

<TABLE>
<CAPTION>
<S> <C>
BANKBOSTON CORPORATION BANKBOSTON CAPITAL TRUST III
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified
in its trust agreement)

MASSACHUSETTS DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
_________ _________

6712 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)

04-2471221 APPLIED FOR
(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
BANKBOSTON CORPORATION ASSISTANT CLERK
100 FEDERAL STREET BANKBOSTON 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:
EDWARD F. PETROSKY, 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

</TABLE>

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. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 ("Securities Act"), check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box. / /

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE(2)

Capital Securities of BankBoston Capital $250,000,000 100% $250,000,000 $75,757.58
Trust III . . . . . . . . . . . . . . .
Junior Subordinated Deferrable Interest
Debentures of BankBoston Corporation
(2)(3) . . . . . . . . . . . . . . . .
BankBoston Corporation Guarantee with
respect to Capital Securities (4) . . .
Total . . . . . . . . . . . . . . $250,000,000(5) 100% $250,000,000 $75,757.58

</TABLE>

(1) Estimated solely for purposes of calculating the registration fee.
(2) Calculated pursuant to Rule 457. No separate consideration will be
received for the Junior Subordinated Deferrable Interest Debentures of
BankBoston Corporation (the "Junior Subordinated Debentures")
distributed upon any liquidation of BankBoston Capital Trust III.
(3) The Junior Subordinated Debentures will be purchased by
BankBoston Capital Trust III, in part, with the proceeds of the
sale of the Capital Securities.
(4) No separate consideration will be received for the BankBoston
Corporation Guarantee.
(5) This Registration Statement is deemed to cover the rights of holders of
the Junior Subordinated Debentures under the Indenture, the rights of
the holders of the Capital Securities of BankBoston Capital Trust III
under the Trust Agreement, the rights of holders of Capital Securities
under the BankBoston Corporation Guarantee and certain backup
undertakings as described herein.

---------------------------------------------
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.

PROSPECTUS
- ----------
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MAY __, 1997

$250,000,000

BANKBOSTON CAPITAL TRUST III

FLOATING RATE CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

BANKBOSTON CORPORATION

(LOGO)

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

The Floating Rate Capital Securities (the "Capital Securities") offered
hereby will represent beneficial interests in BankBoston Capital
Trust III, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"). BankBoston Corporation, a Massachusetts corporation
(the "Corporation"), will be 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 Floating Rate Junior Subordinated Deferrable Interest Debentures (the
"Junior Subordinated Debentures") of the Corporation, which are scheduled to
mature on , 2027 (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 Capital
Securities--Subordination of Common Securities."

The Capital Securities will be represented by global Capital Securities
in fully registered form, deposited with a custodian for and registered in
the name of a nominee of The Depository Trust Company ("DTC"). Beneficial
interests in such global Capital Securities will be shown on, and transfers
thereof will be effected through, records maintained by DTC and its
participants. Beneficial interests in such 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. See
"Description of Capital Securities--Form, Denomination, Book-Entry Procedures
and Transfer."
______________ (CONTINUED ON NEXT PAGE)

SEE "RISK FACTORS" BEGINNING ON PAGE ___ FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN EVALUATING AN
INVESTMENT IN THE CAPITAL SECURITIES.
______________

THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.

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 ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) COMMISSION (2) TRUST(3)(4)
Per Capital Security . . . . . . $ (4) $
Total . . . . . . . . . . . . . . $ (4) $

(1) Plus accumulated Distributions, if any, from , 1997
------------
(2) The Corporation and the Trust have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. See "Underwriting."
(3) Before deducting estimated expenses of $__________ payable by the
Corporation.
(4) In view of the fact that the proceeds of the sale of the Capital
Securities will be invested in the Junior Subordinated Debentures, the
Corporation has agreed to pay to the Underwriters, as compensation, $____
_____ per Capital Security (or $_________ in the aggregate). See
"Underwriting."

- --------------------
The Capital Securities are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by the Underwriters and
subject to approval of certain legal matters by counsel for the Underwriters
and to certain other conditions. The Underwriters reserve the right to
withdraw, cancel or modify such offer and to reject orders in whole or in
part. It is expected that delivery of the Capital Securities will be made
through the facilities of DTC, on or about _______, 1997, against payment
therefor in immediately available funds.

--------------------
(Names of Underwriters)

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

The date of this Prospectus is , 1997.
------------

CERTAIN PERSONS PARTICIPATING IN THE OFFERING OF THE CAPITAL SECURITIES MAY
ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE
PRICE OF THE CAPITAL SECURITIES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING,
THE PURCHASE OF THE CAPITAL SECURITIES TO COVER SYNDICATE SHORT POSITIONS AND
THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

_____________

(Continued from the previous page)

Holders of the Trust Securities will be entitled to receive
cumulative cash distributions arising from the payment of interest on the
Junior Subordinated Debentures, accumulating from the date of original
issuance and payable quarterly in arrears on , ,
-------- --------- ---------
and of each year, commencing , 1997, at a rate per annum
--------- --------
reset quarterly equal to LIBOR (as defined herein) plus ___% (the
"Distribution Rate") on the Liquidation Amount of $1,000 per Trust 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 20 consecutive quarterly periods with respect
to each deferral period (each, an "Extension Period"), provided that no
Extension Period may extend beyond the Stated Maturity Date. Upon
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 herein. 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
continue to accumulate) at the applicable periodic Distribution Rate,
compounded quarterly from the relevant payment date for such interest, and
holders of Trust Securities will be required to accrue interest income for
United States federal income tax purposes. See "Description of Junior
Subordinated Debentures--Option to Extend Interest Payment Date" and "Certain
Federal Income Tax Consequences--Interest Income and Original Issue
Discount."

The Corporation will, through the Guarantee, the Common Guarantee, the Trust
Agreement, the Junior Subordinated Debentures and the Indenture (each as
defined herein), taken together, fully, irrevocably and unconditionally
guarantee all of the Trust's obligations under the Trust Securities. See
"Relationship Among the Capital Securities, the Junior Subordinated
Debentures and the Guarantee--Full and Unconditional Guarantee." The
Guarantee and the Common Guarantee will guarantee payments of Distributions
and payments on liquidation of the Trust 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 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 Junior Subordinated Debentures--Enforcement of Certain Rights
by Holders of Capital Securities." The obligations of the Corporation under
the Guarantee, the Common Guarantee and the Junior Subordinated Debentures
will rank subordinate and junior in right of payment to all Senior
Indebtedness (as defined in "Description of 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 (the "Early
Redemption Price") equal to the Prepayment Price (as defined below), and
(iii) in whole or in part, on or after ___________, 2007, contemporaneously
with the optional prepayment by the Corporation of the Junior
Subordinated Debentures, at the Early Redemption Price. Any of the
Maturity Redemption Price and the Early Redemption Price may be referred
to herein as the "Redemption Price." See "Description of 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 _________, 2007, in whole or in part, or
(ii) at any time, in whole but not in part, upon the occurrence and
continuation of a Special Event, in each case at a prepayment price (the
"Prepayment Price") equal to 100% of the principal amount of the Junior
Subordinated Debentures so redeemed plus accrued interest thereon to the
date of prepayment. See "Description of 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 the 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 Capital
Securities--Liquidation of the Trust and Distribution of Junior Subordinated
Debentures."
____________

As used herein, (i) the "Indenture" means the Indenture, to be dated as
of __, 1997, as amended and supplemented from time to time, between
---------
the Corporation and The Bank of New York, as trustee (the "Debenture
Trustee"), relating to the Junior Subordinated Debentures, (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"), (iii) the "Guarantee" means the Capital Securities
Guarantee Agreement between the Corporation and The Bank of New York, as
trustee (the "Guarantee Trustee") and (iv) the "Common Guarantee" means the
Common Securities Guarantee Agreement of the Corporation.

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 Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material may also be obtained by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. 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 may 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 certain 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, issuing the Trust Securities and engaging in necessary, advisable
or incidental activities. See "BankBoston Capital Trust III", "Description
of Capital Securities", "Description of Junior Subordinated Debentures" and
"Description of Guarantee". In addition, the Corporation does not expect
that the Trust will file reports, proxy statements and other information
under the Exchange Act with the Commission.

This Prospectus constitutes a part of a registration statement on Form
S-3 (the "Registration Statement") filed by the Corporation and the Trust
with the Commission under the Securities Act of 1933, as amended (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 Trust 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, 1996;

2. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and

3. The Corporation's Current Reports on Form 8-K dated January
16, 1997 and April 17, 1997.

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 Capital 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, BankBoston, 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.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus or incorporated herein by
reference.

BANKBOSTON 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, in certain cases, joint ventures,
is engaged in providing a wide variety of personal, corporate and global
banking services to individuals, corporate and institutional customers,
governments and other financial institutions. The Corporation, together with
its subsidiaries, operates a network of 650 offices across the United States
and more than 100 offices in 24 countries in Latin America, Europe, Asia and
Africa. The major banking subsidiaries of the Corporation include
BankBoston, N.A., BayBank, N.A., Bank of Boston Connecticut, Rhode Island
Hospital Trust National Bank and BayBank NH, N.A.

BANKBOSTON CAPITAL TRUST III

THE OFFERING

Securities Offered 250,000 Floating Rate Capital Securities
(Liquidation Amount $1,000 per Capital Security).

Offering Price $______ per Capital Security plus accumulated
Distributions, if any, from ____________, 1997.

Distribution Dates _________, _________, and ________ of
each year, commencing _________, 1997.

Extension Periods Distributions on 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 Junior Subordinated Debentures. No
Extension Period will exceed 20 consecutive
quarterly periods or extend beyond the Stated
Maturity Date. See "Description of Junior
Subordinated Debentures--Option to Extend Interest
Payment Date" and "Certain Federal Income Tax
Consequences--Interest Income and Original Issue
Discount."

Ranking The Capital Securities will rank pari passu, and payments
thereon will be made pro rata, with the Common Securities
except as described under "Description of Capital Securities--
Subordination of Common Securities." The Junior Subordinated
Debentures will rank pari passu with the $257,732,000
aggregate principal amount of 8.25% Junior Subordinated
Deferrable Interest Debentures due December 15, 2026, the
$257,732,000 aggregate principal amount of 73/4% Junior
Subordinated Deferrable Interest Debentures due December 15,
2026 and all other junior subordinated debentures to be issued
by the Corporation (collectively, "Other Debentures"), which
will be issued and sold to other trusts to be established by
the Corporation, in each case similar to the Trust ("Other
Trusts"), and will be unsecured 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 Indenture. See
"Description of Junior Subordinated Debentures." The
Guarantee will rank pari passu with the guarantees issued by
the Corporation with respect to the 250,000 8.25% Capital
Securities (Liquidation Amount $1,000 per security) of
BankBoston Capital Trust I, the 250,000 73/4% Capital
Securities (Liquidation Amount $1,000 per security) of
BankBoston Capital Trust II and all other guarantees to be
issued by the Corporation with respect to capital securities
issued or to be issued by Other Trusts (collectively, "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 Guarantee."

Redemption The Trust Securities will be 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, on or after
, 2007 contemporaneously with the optional prepayment
by the applicable Redemption Price. See "Description
of Capital Securities--Redemption."

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

Absence of Market for the
Capital Securities The Capital Securities will be a new issue of
securities for which there currently is no
market. Although the Underwriters have
informed the Trust and the Corporation that
they each currently intend to make a market in
the Capital Securities, the Underwriters 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 Capital Securities. The Trust
and the Corporation do not intend to apply for
listing of the Capital Securities on any
securities exchange or for quotation through
the NASD Automated Quotation System. See
"Underwriting."

Form of Capital
Securities The Capital Securities will be represented by a global
certificate or certificates registered in the name of
Cede & Co., as nominee for DTC. Beneficial interests in
the Capital Securities will be evidenced by, and
transfers thereof will be effected only through, records
maintained by the participants in DTC. Except as
described herein, Capital Securities in certificated form
will not be issued in exchange for the global certificate
or certificates. See "Description of Capital Securities-
-Form, Denomination, Book-Entry Procedures and Transfer."

Use of Proceeds The proceeds to the Trust from the sale of the
Capital Securities will be invested by the Trust in
the Junior Subordinated Debentures. The Corporation
intends to use the net proceeds from the sale of the
Junior Subordinated Debentures for general corporate
purposes. The Capital Securities will be eligible
to qualify as Tier 1 capital under the capital
guidelines of the Federal Reserve. See "Use of
Proceeds."

RISK FACTORS

Prospective purchasers of the Capital Securities should carefully review
the information contained elsewhere in this Prospectus and should
particularly consider the following matters.

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

The obligations of the Corporation under the Guarantee issued by it 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 March 31,
1997, the aggregate principal amount of outstanding Senior Indebtedness was
approximately $275 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 March 31, 1997,
the subsidiaries of the Corporation had total liabilities (excluding
liabilities owed to the Corporation) of approximately $59.9 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 or its
subsidiaries. See "Description of Guarantee--Status of the Guarantee" and
"Description of 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 20 consecutive
quarterly 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, quarterly 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 applicable Interest Rate (as defined
herein), compounded quarterly, 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 Federal Income Tax Consequences--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.

SPECIAL EVENT REDEMPTION

Upon the occurrence and continuation of a Special Event (as defined
under "Description of 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 Prepayment
Price within 90 days following the occurrence of such Special Event and
therefore cause a mandatory redemption of the Trust Securities at the
Early 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 Capital Securities--Redemption."

PROPOSED TAX LEGISLATION

On February 6, 1997, as part of the Clinton Administration's Fiscal 1998
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 the date of "first
committee action," if such debt obligations have a maximum term in excess of
15 years and are not shown as indebtedness on the issuer's applicable
consolidated balance sheet. Since the Proposed Legislation has not yet been
introduced by any member of the 105th Congress the Proposed Legislation
should not apply to the Junior Subordinated Debentures. It is possible,
however, that the Proposed Legislation or any other legislation enacted by
Congress may give rise to a Tax Event, in which event the Corporation
would be permitted, 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 Early
Redemption Price by electing to prepay the Junior Subordinated Debentures
at the Prepayment Price. See "Description of Capital Securities--
Redemption" and "Description of 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 Capital Securities are also making an
investment decision with regard to the Junior Subordinated Debentures and
should carefully review all the information regarding the Junior Subordinated
Debentures contained herein. See "Description of Junior Subordinated
Debentures."

RIGHTS UNDER THE GUARANTEE

The Guarantee is qualified as an indenture under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). The Bank of New York will
act as Guarantee Trustee for the purpose of compliance with the Trust
Indenture Act 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
Guarantee will guarantee 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 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 Junior Subordinated
Debentures--Enforcement of Certain Rights by Holders of Capital Securities,"
"Description of Junior Subordinated Debentures--Debenture Events of Default"
and "Description of Guarantee." The Trust Agreement will provide 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 Capital
Securities--Voting Rights; Amendment of the Trust Agreement" and "--Removal
of Issuer Trustees."

ABSENCE OF PUBLIC MARKET

The Corporation does not intend to have the Capital Securities listed on
the New York Stock Exchange or any other securities exchange or for quotation
through the NASD Automated Quotation System. There is no existing market for
the Capital Securities and there can be no assurance as to the liquidity of
any market that may develop for the Capital Securities, the ability of the
holders to sell their Capital Securities or at what price holders of the
Capital Securities may be able to sell their Capital Securities, as the case
may be. Future trading prices of the Capital Securities will depend on many
factors including, among other things, prevailing interest rates, the
Corporation's operating results, and the market for similar securities. The
Underwriters have informed the Trust and the Corporation that the
Underwriters intend to make a market in the Capital Securities. However, the
Underwriters are not obligated to do so and any such market making activity
may be terminated at any time without notice to the holders of the Capital
Securities. In addition, such market making activity will be subject to the
limits of the Securities Act.

TRADING PRICE

The Capital Securities may trade at a price that does not fully 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) and who
disposes of its 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 its adjusted tax basis in its 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. See "Certain
Federal Income Tax Considerations--Interest Income and Original Issue
Discount" and "--Sales of Capital Securities."

BANKBOSTON CORPORATION

As of March 31, 1997, on a consolidated basis, the Corporation had total
assets of $64.8 billion, total deposits of $42.3 billion and total
stockholders' equity of $4.9 billion. The Corporation's banking subsidiaries
maintained 537 branches in Massachusetts, Rhode Island, Connecticut and New
Hampshire as of March 31, 1997. The Corporation's loans were diversified
geographically, with approximately 76 percent of its total loan volume
consisting of loans and leases made to domestic borrowers and the balance
made overseas. As of March 31, 1997, the Corporation's subsidiaries
employed, in the aggregate, approximately 22,000 full-time equivalent
employees in their domestic and foreign operations.

USE OF PROCEEDS

The proceeds to the Trust (without giving effect to expenses of the
offering payable by the Corporation) from the offering of the Capital
Securities will be $250,000,000. All of the proceeds from the sale of
Capital Securities will be invested by the Trust in the Junior Subordinated
Debentures. The Corporation intends that the net proceeds from the sale of
the 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 repurchase or redemption of certain of the
Corporation's outstanding 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.

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:

Three Months
Ended
March 31, Years Ended December 31,
1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits . . . . . . . . 2.31x 2.24x 2.08x 1.90x 2.44x 2.17x
Including interest on deposits . . . . . . . . 1.52 1.44 1.42 1.41 1.38 1.22

</TABLE>

For purposes of computing the ratios of earnings to fixed charges,
earnings represent net income 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.

CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization
of the Corporation as of March 31, 1997 and as adjusted to give effect to the
consummation of the offering of the Capital Securities offered hereby. The
following data should be read in conjunction with the financial information
included in the Corporation's 1996 Annual Report on Form 10-K and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, which are
incorporated herein by reference. See "Incorporation of Certain Documents by
Reference."

March 31, 1997
Actual As Adjusted(1)
(IN MILLIONS)
<S> <C> <C>
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,516 $2,516
Obligated mandatory redeemable preferred securities of subsidiary
trusts holding solely parent debentures(2) . . . . . . . . . . . . . . . . . . . . . 500 750
Stockholders' equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508 508
Common stock-$1.50 par value-300,000,000
shares authorized, 154,265,361 shares issued . . . . . . . . . . . . . . . . . . 231 231
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,259 1,259
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,038 3,038
Net unrealized gains on securities available
for sale, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (187) (187)
Cumulative translation adjustments, net of tax . . . . . . . . . . . . . . . . . . (9) (9)
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . 4,861 4,861
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . $7,877 $8,127

</TABLE>

- --------------------
(1) Reflects the issuance of the Capital Securities offered hereby.
(2) Obligated mandatory redeemable preferred securities of subsidiary trusts
holding solely parent debentures reflects the Capital Securities offered
hereby, the BankBoston Capital Trust I Capital Securities and the
BankBoston Capital Trust II Capital Securities. The Trust, BankBoston
Capital Trust I and BankBoston Capital Trust II are each subsidiaries of
the Corporation and holds the Floating Rate Junior Subordinated
Deferrable Interest Debentures due , 2027, the 8.25% Junior
------- --
Subordinated Deferrable Interest Debentures due December 15, 2026 and the
73/4% Junior Subordinated Deferrable Interest Debentures due December 15,
2026, respectively, as its sole assets.

SUMMARY FINANCIAL DATA

The summary below should be read in connection with the financial
information included in the Corporation's 1996 Annual Report on Form 10-K and
its Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
Interim unaudited data for the three months ended March 31, 1997 and 1996
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 three months ended March 31, 1997
are not necessarily indicative of results which may be expected for any other
interim period or for the year as a whole.

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31,
MARCH 31, (1)
1997 1996 1996 1995 1994 1993 1992
(UNAUDITED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest revenue . . . . . . . . . . . . . . . . . $620 $566 $2,340 $ 2,249 $ 2,037 $ 1,769 $ 1,672
Provision for credit losses . . . . . . . . . . . . . . 60 57 231 275 154 107 288

Net interest revenue after provision for credit losses 560 509 2,109 1,974 1,883 1,662 1,384
Noninterest income . . . . . . . . . . . . . . . . . . 330 285 1,344 1,309 1,035 945 1,020
Noninterest expense . . . . . . . . . . . . . . . . . . 544 527 2,320 2,076 1,947 2,002 1,949

Income before income taxes, extraordinary items &
cumulative effect of changes in accounting principles 346 267 1,133 1,207 971 605 455
Provision for income taxes . . . . . . . . . . . . . . 139 112 483 529 422 262 190

Income before extraordinary items & cumulative
effect of changes in accounting principles . . . . . 207 155 650 678 549 343 265
Extraordinary items, net of tax . . . . . . . . . . . . (7) 73
Cumulative effect of changes in accounting principles,
net . . . . . . . . . . . . . . . . . . . . . . . . . . 24
_____ _____ _____ ______ ______ ______ ______
Net income . . . . . . . . . . . . . . . . . . . . $ 207 $ 155 $ 650 $ 678 $ 542 $ 367 $ 338

Per common share:
Income before extraordinary items & cumulative
effect of changes in accounting principles:
Primary . . . . . . . . . . . . . . . . . . . . . $1.29 $.94 $3.99 $ 4.17 $ 3.44 $ 2.09 $1.77
Fully diluted . . . . . . . . . . . . . . . . . . 1.27 .93 3.93 4.09 3.36 2.05 1.73
Net income:
Primary . . . . . . . . . . . . . . . . . . . . . 1.29 .94 3.99 4.17 3.39 2.26 2.30
Fully diluted . . . . . . . . . . . . . . . . . . 1.27 .93 3.93 4.09 3.31 2.21 2.24
Book value . . . . . . . . . . . . . . . . . . . . . 28.67 27.14 28.89 27.01 23.07 21.13 18.98
Cash dividends declared(2) . . . . . . . . . . . . . .44 .37 1.69 1.28 .93 .40 .10
Average number of common shares (in thousands):
Primary . . . . . . . . . . . . . . . . . . . . . 153,421 154,988 153,529 153,856 148,913 147,033 138,444
Fully diluted . . . . . . . . . . . . . . . . . . 155,592 156,844 156,112 156,768 153,616 152,067 144,044
AVERAGE BALANCE SHEET DATA:
Loans and lease financing . . . . . . . . . . . . . . . $41,732 $39,179 $40,589 $38,283 $36,017 $32,565 $31,568
Total earning assets . . . . . . . . . . . . . . . . . 56,641 52,172 53,410 49,567 47,517 42,880 41,658
Total assets . . . . . . . . . . . . . . . . . . . . . 63,224 58,587 59,523 55,744 53,389 47,937 46,290
Deposits . . . . . . . . . . . . . . . . . . . . . . . 41,899 40,632 41,603 38,406 37,919 37,163 37,643
Notes payable . . . . . . . . . . . . . . . . . . . . . 3,316 2,421 2,666 2,142 2,123 1,797 1,252
Stockholders' equity . . . . . . . . . . . . . . . . . 4,952 4,706 4,744 4,304 3,766 3,390 2,762

</TABLE>

____________________
(1) Financial data for 1996 has been restated to give retroactive effect to
the acquisition of BayBanks, Inc., which was completed in July 1996 and
accounted for as a pooling of interests.
(2) Amounts represent the historical cash dividends of the Corporation

BANKBOSTON CAPITAL TRUST III

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 Administrative Trustees named therein, and (ii)
the filing of a certificate of trust with the Delaware Secretary of State on
May 14, 1997. 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). The Junior
Subordinated Debentures will be the sole assets of the Trust and,
accordingly, payments under the Junior Subordinated Debentures will be the
sole revenues of the Trust. All of the Common Securities will be 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 Capital Securities--Subordination of
Common Securities." The Corporation will acquire 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 will be 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 Guarantee" and "Description of 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 with respect to the payment of
principal, interest and premium, if any, on the Trust Securities) related to
the Trust and the offering of the Capital Securities and will pay, directly
or indirectly, all ongoing costs, expenses and liabilities of the Trust
(other than the payment of principal, interest and premium, if any, on the
Trust Securities). The principal executive office of the Trust is c/o
BankBoston, P.O. Box 2016, Boston, Massachusetts 02106-2016.

DESCRIPTION OF CAPITAL SECURITIES

The Capital Securities will represent preferred beneficial interests in
the Trust and the holders thereof 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 is
qualified under the Trust Indenture Act and is subject to and governed by the
Trust Indenture Act. This summary of certain terms and provisions of the
Capital Securities, the Common 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, and those made a part of the Trust
Agreement by the Trust Indenture Act.

GENERAL

The Capital Securities will be 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 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 Guarantee will not guarantee payment
of Distributions or amounts payable on redemption of the Capital Securities
or liquidation of the Trust when the Trust does not have funds on hand
legally available for such payments. See "Description of Guarantee."

DISTRIBUTIONS

Distributions on the Capital Securities will be cumulative, will
accumulate from ________ __, 1997 and will be payable quarterly in arrears on
___________, _________, _________ and __________ of each year, commencing
___________, 1997 (each, a "Distribution Date"), at a rate per annum reset
quarterly equal to LIBOR plus ___% (the "Distribution Rate") on the
Liquidation Amount of $1,000, to the holders of the Capital Securities on the
relevant record dates. The record dates will be the ____ day of the month in
which the relevant Distribution Date falls. The amount of Distributions
payable for any period will be computed on the basis of the actual number of
days in such period and a year of 360 days. In the event that any
Distribution Date is not a Business Day (as defined below), then such
Distribution Date shall be postponed to the next succeeding Business Day (and
without any interest or other payment in respect of any such delay), except
that if such Business Day falls in the next succeeding calendar month then
such Distribution Date shall be the immediately preceding Business Day. If
the Stated Maturity Date or earlier prepayment date for the Junior
Subordinated Debentures falls on a day that is not a Business Day, payment of
any Distributions payable on such date will be made on the next succeeding
Business Day, and no interest or other payment will accumulate for the period
from and after the Stated Maturity Date or such prepayment date, as the case
may be. 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 Junior Subordinated Debentures at any time or
from time to time for a period not exceeding 20 consecutive quarterly periods
with respect to each Extension Period, provided that no Extension Period may
extend beyond the Stated Maturity Date. Upon any such election, quarterly
Distributions on the Capital Securities will be deferred by the Trust during
any such Extension Period. Distributions to which holders of the Capital
Securities are entitled during any such Extension Period will accumulate
additional Distributions thereon at the applicable periodic Distribution Rate
compounded quarterly from the relevant Distribution Date, but not exceeding
the interest rate then accruing on the Junior Subordinated Debentures. The
term "Distributions," as used herein, shall include any such additional
Distributions.

Prior to the termination of any Extension Period, the Corporation may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 20 consecutive quarterly 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 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 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 Junior Subordinated Debentures--Option to Extend Interest
Payment Period" and "Certain Federal Income Tax Consequences--Interest Income
and Original Issue Discount."

During any 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 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 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 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 Junior Subordinated
Debentures in which the Trust will invest the proceeds from the issuance and
sale of the Trust Securities. See "Description of Junior Subordinated
Debentures--General." If the Corporation does not make interest payments on
the Junior Subordinated Debentures, the Property Trustee will not have funds
available to pay Distributions on the Capital Securities. The payment of
Distributions on the Capital Securities (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 Guarantee."

DISTRIBUTION RATE

LIBOR, the Distribution period and the amount of Distributions payable
in respect of each Distribution period will be calculated by
, as Calculation Agent, in the same manner as LIBOR,
- ----------------------
the interest period and the interest payable in respect of each interest
period for the Junior Subordinated Debentures, as described under
"Description of Junior Subordinated Debentures--Interest Rate."

REDEMPTION

Upon the repayment on the Stated Maturity Date or prepayment prior to
the Stated Maturity Date of the 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 Junior Subordinated Debentures on
the Stated Maturity Date, the Maturity Redemption Price (equal to the
principal of, and accrued interest on, the Junior Subordinated Debentures),
(ii) in the case of the optional prepayment of the Junior Subordinated
Debentures upon the occurrence and continuation of a Special Event, the Early
Redemption Price (equal to the Prepayment Price in respect of the Junior
Subordinated Debentures) and (iii) in the case of the optional prepayment of
the Junior Subordinated Debentures other than as contemplated in clause (ii)
above, the Early Redemption Price (equal to the Prepayment Price in respect
of the Junior Subordinated Debentures). See "Description of 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 Junior Subordinated
Debentures, (i) in whole or in part, on or after __________, 2007, and (ii)
in whole but not in part, at any time, upon the occurrence of a Special
Event, in each case at the Prepayment Price and 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 JUNIOR SUBORDINATED DEBENTURES

The Corporation will have the right at any time to terminate the Trust
and cause the 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 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 Depositor); (iii) redemption of all of the
Trust Securities as described under "--Redemption"; (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
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 of $1,000 per Trust Security 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 Junior Subordinated Debentures will be
subject to optional prepayment, in whole but not in part, on or after
________, 2007.

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 The
Depository Trust Company ("DTC" or the "Depositary") or its nominee will be
exchanged for 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 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 Capital
Securities or the 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 Capital Securities that an investor
may purchase, or the 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 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 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 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 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 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 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 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 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 Capital Securities will cease,
except the right of the holders of the Capital Securities to receive the
applicable Redemption Price, but without interest on such Redemption Price,
and the Capital Securities will cease to be outstanding. 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
Guarantee as described under "Description of Guarantee," Distributions on
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
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 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 the 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 Guarantee--
Amendments and Assignment" and as otherwise required by law and the Trust
Agreement, the holders of the 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 of a majority in
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.

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 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 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 Capital Securities in the manner set forth in the
Trust Agreement.

No vote or consent of the holders of Capital Securities will be required
for the Trust to redeem and cancel the 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 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 The City of 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. See "--Exchange of
Book-Entry Capital Securities for Certificated Capital Securities".

Transfer of beneficial interests in the Global Capital Securities will
be subject to the applicable rules and procedures of DTC and its direct or
indirect participants, which may change from time to time.

Depositary Procedures

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 Underwriters), 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 designated by the
Underwriters 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
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 Capital Securities,
and the Trust or 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 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 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 legended Capital
Securities in certificated form and to distribute such 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.

Exchange of Book-Entry Capital Securities for Certificated Capital Securities

A Global Capital Security is exchangeable for 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 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 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 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 Global Capital Securities shall be made to DTC,
which shall credit the relevant accounts at DTC on the applicable
Distribution Dates, while payments in respect of Capital Securities in
certificated form 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
Capital Securities.

Registration of transfers of the 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 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 JUNIOR SUBORDINATED DEBENTURES

The Junior Subordinated Debentures are to be issued under an Indenture,
as supplemented from time to time (as so supplemented, the "Indenture"),
between the Corporation and the Debenture Trustee. The Indenture is
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 is subject to, and is qualified in its entirety by
reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms, and those terms made a part of the
Indenture by the Trust Indenture Act.

GENERAL

Concurrently with the issuance of the Trust Securities, the Trust will
invest the proceeds thereof, together with the consideration paid by the
Corporation for the Common Securities, in Junior Subordinated Debentures
issued by the Corporation. The Junior Subordinated Debentures will bear
interest at a rate per annum reset quarterly equal to LIBOR plus ___% (the
"Interest Rate") on the principal amount thereof, payable quarterly in
arrears on , , and of each year,
---------- ---------- ---------- ----------
commencing , 1997 (each, an "Interest Payment Date"), to the
-----------
person in whose name each Junior Subordinated Debenture is registered,
subject to certain exceptions, at the close of business on the _____ day of
the month in which the relevant Interest Payment Date falls. It is
anticipated that, until the liquidation, if any, of the Trust, each 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 the actual
number of days elapsed in such period and a year of 360 days. In the event
that any Interest Payment Date is not a Business Day, then such Interest
Payment Date shall be postponed to the next succeeding Business Day, except
that if such Business Day falls in the next succeeding calendar month then
such Interest Payment Date shall be the immediately preceding Business Day.
If the Stated Maturity Date or earlier prepayment date for the Junior
Subordinated Debentures falls on a day that is not a Business Day, payment of
interest on such date will be made on the next succeeding Business Day, and
no interest or other payment will accrue for the period from and after the
Stated Maturity Date or such prepayment date, as the case may be. 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 Interest Rate, compounded quarterly. The term "interest", as used
herein, shall include quarterly interest payments, interest on quarterly
interest payments not paid on the applicable Interest Payment Date and
Additional Sums (as defined below), as applicable.

The Junior Subordinated Debentures will be issued in denominations of
$1,000 and integral multiples thereof. The Junior Subordinated Debentures
will mature on , 2027 (the "Stated Maturity Date").
------------

The Junior Subordinated Debentures will rank pari passu 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 subsidiary 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 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. The Indenture does not limit the incurrence or
issuance of other secured or unsecured debt, including Senior Indebtedness,
of the Corporation or its subsidiaries. See "--Subordination."

INTEREST RATE

The interest period with respect to the Junior Subordinated Debentures
is each successive period from and including the immediately preceding
Interest Payment Date (or the date of original issuance, in the case of the
initial interest period) to but excluding the applicable Interest Payment
Date. , as Calculation Agent
-------------------
(the "Calculation Agent"), will calculate the Interest Rate for each interest
period based on LIBOR determined as of two London Business Days (defined as
any day on which dealings in U.S. dollars are transacted in the London
interbank market) prior to the first day of such interest period (each, a
"Determination Date"). "LIBOR" means, with respect to an interest period
relating to an Interest Payment Date (in the following order of priority):

(1) the rate (expressed as a percentage per annum) for U.S. dollar
deposits having a three-month maturity that appears on Telerate Page
3750 as of 11:00 a.m. (London time) on the related Determination Date;

(2) if such rate does not appear on Telerate page 3750 as of 11:00
a.m. (London time) on the related Determination Date, LIBOR will be the
arithmetic mean (if necessary rounded upwards to the nearest whole
multiple of 0.00001%) of the rates (expressed as percentages per annum)
for U.S. dollar deposits having a three-month maturity that appear on
Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00
a.m. (London time) on such Determination Date;

(3) if such rate does not appear on Reuters Page LIBO as of 11:00
a.m. (London time) on the related Determination Date, the Calculation
Agent will request the principal London offices of four leading banks in
the London interbank market to provide such banks' offered quotations
(expressed as percentages per annum) to prime banks in the London
interbank market for U.S. dollar deposits having a three-month maturity
as of 11:00 a.m. (London time) on such Determination Date and, if at
least two quotations are so provided, LIBOR will be the arithmetic mean
(if necessary rounded upwards to the nearest whole multiple of 0.00001%)
of such quotations;

(4) if fewer than two such quotations are provided as requested in
clause (3) above, the Calculation Agent will request four major New York
City banks to provide such banks' offered quotations (expressed as
percentages per annum) to leading European banks for loans in U.S.
dollars having a three-month maturity as of 11:00 a.m. (London time) on
the related Determination Date and, if at least two such quotations are
so provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of 0.00001%) of such quotations;
and

(5) if fewer than two such quotations are provided as requested in
clause (4) above, LIBOR will be LIBOR as determined on the immediately
preceding Determination Date.

If the rate for U.S. dollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may
be, as of 11:00 a.m. (London time) on the related Determination Date is
superseded on Telerate Page 3750 or Reuters Page LIBO, as the case may be, by
a corrected rate before 12:00 noon (London time) on such Determination Date,
such corrected rate will be the applicable LIBOR for such Determination Date.

Absent manifest error, the Calculation Agent's determination of LIBOR
and its calculation of the applicable Interest Rate for each interest period
will be final and binding. Investors may obtain the interest rates for the
current and preceding interest period by writing or calling the (Corporate
Trust Department) of the Calculation Agent at (INSERT ADDRESS) (telephone
).
- ---------------------

FORM, REGISTRATION AND TRANSFER

If the Junior Subordinated Debentures are distributed to the holders of
the Trust Securities, the 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 Capital Securities. For a description of DTC and the terms of the
depositary arrangements relating to payments, transfers, voting rights,
prepayments, notices and other matters, see "Description of 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 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 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 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 Junior Subordinated
Debenture will be made to the Person in whose name such 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 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 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 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 Junior Subordinated Debentures to defer the payment of
interest at any time or from time to time for a period not exceeding 20
consecutive quarterly 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 applicable Interest
Rate, compounded quarterly, to the extent permitted by applicable law).
During an Extension Period, interest will continue to accrue and holders of
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 Federal Income Tax Consequences--
Interest Income and Original Issue Discount."

During any 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 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 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 Extension Period, the Corporation may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 20 consecutive quarterly 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 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 Junior Subordinated Debentures will be prepayable, in whole or in
part, at the option of the Corporation on or after 2007, 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 equal to 100% of the principal amount of the
Junior Subordinated Debentures so redeemed plus accrued interest thereon to
the date of prepayment.

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 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 equal to 100% of the principal amount of the Junior
Subordinated Debentures plus 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 which pronouncement or decision is announced on or after
____________ __, 1997, 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) the 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 which pronouncement or
decision is announced on or after _____________ __, 1997, 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.

"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 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 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 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 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 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 Junior
Subordinated Debentures are held by the Trust, the Corporation shall be in
default with respect to its payment of any obligations under the 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
Date, 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 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 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 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) on 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 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 principal of the Junior Subordinated Debentures on
the due date, a holder of 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 Capital Securities outstanding. If the right to bring a Direct Action
is removed, the Trust may become subject to the reporting obligations under
the Exchange Act. 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 (or premium, if
any) or 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.

The holders of the 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 Junior Subordinated Debentures unless there
shall have been an Event of Default under the Trust Agreement. See
"Description of 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 Junior Subordinated Debentures.

SATISFACTION AND DISCHARGE

The Indenture provides that when, among other things, all 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 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 issued thereunder 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 Indenture places no limitation on the amount of secured or unsecured
debt, including Senior Indebtedness, that may be incurred by the Corporation
or its subsidiaries. The Corporation and its subsidiaries expect from time
to time to incur additional indebtedness, including Senior Indebtedness.

GOVERNING LAW

The Indenture and the 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

The Debenture Trustee is 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 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 GUARANTEE

The Guarantee will be executed and delivered by the Corporation
concurrently with the issuance by the Trust of the Capital Securities for the
benefit of the holders from time to time of the Capital Securities. The Bank
of New York will act as indenture trustee ("Guarantee Trustee") under the
Guarantee. The Guarantee is qualified as an indenture under the Trust
Indenture Act. The Guarantee Trustee will act as the Guarantee Trustee for
the purposes of compliance with the Trust Indenture Act and will hold the
Guarantee for the benefit of the holders of the Capital Securities. This
summary of certain terms and provisions of the Guarantee 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, including the definitions therein of
certain terms, and those made a part of the Guarantee by the Trust Indenture
Act.

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 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 Capital Securities, to the extent not paid by or on behalf of
the Trust (the "Guarantee Payments"), will be subject to the Guarantee: (i)
any accumulated and unpaid Distributions required to be paid on 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
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 (unless the
Junior Subordinated Debentures are distributed to holders of the Capital
Securities), the lesser of (a) the Liquidation Distribution and (b) the
amount of assets of the Trust remaining available for distribution to holders
of 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 Capital Securities or by causing the Trust
to pay such amounts to such holders.

The Corporation will, through the Guarantee, the Trust Agreement, the
Junior Subordinated Debentures and the Indenture, taken together, fully,
irrevocably and unconditionally guarantee all of the Trust's obligations
under the 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 Capital Securities. See "Relationship Among
the Capital Securities, the Junior Subordinated Debentures and the
Guarantee."

STATUS OF THE GUARANTEE

The 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 Junior Subordinated Debentures, except in
the case of a bankruptcy or insolvency proceeding in respect of the
Corporation, in which case the Guarantee will rank subordinate and junior in
right of payment to all liabilities (other than Other Guarantees) of the
Corporation. The Guarantee will rank pari passu with all Other Guarantees
issued by the Corporation.

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 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 the Junior
Subordinated Debentures--General." The Guarantee does not limit the
incurrence or issuance of debt of the Corporation's subsidiaries.

The 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 Guarantee
without first instituting a legal proceeding against any other person or
entity). The Guarantee will be held for the benefit of the holders of the
Capital Securities. The 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 Capital Securities of the 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 Capital Securities (in which case no vote or
consent will be required), the Guarantee may not be amended without the prior
approval of the holders of a majority of the Liquidation Amount of such
outstanding Capital Securities. The manner of obtaining any such approval
will be as set forth under "Description of the 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 Capital Securities then outstanding.

EVENTS OF DEFAULT

An event of default under the 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 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 or power
conferred upon the Guarantee Trustee under the Guarantee.

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.

The Corporation, as guarantor, will be required to file annually with
the 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 Guarantee.

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 Guarantee, will
undertake to perform only such duties as are specifically set forth in the
Guarantee and, after default with respect to the 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 Guarantee at the request of any holder of the Capital
Securities unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.

TERMINATION OF THE GUARANTEE

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

GOVERNING LAW

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

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

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the 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 Guarantee."
Taken together, the Corporation's obligations under the Junior Subordinated
Debentures, the Indenture, the Trust Agreement and the Guarantee will
provide, in the aggregate, a full, irrevocable and unconditional guarantee of
payments of Distributions and other amounts due on the 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 Capital Securities. If and to the extent that the Corporation does
not make the required payments on the Junior Subordinated Debentures, the
Trust will not have sufficient funds to make the related payments, including
Distributions, on the Capital Securities. The 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 Capital
Securities is to institute a Direct Action. The obligations of the
Corporation under the Guarantee will rank 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 Junior Subordinated Debentures, such payments will be sufficient to cover
Distributions and other payments due on the Capital Securities, primarily
because: (i) the aggregate principal amount or Prepayment Price of the Junior
Subordinated Debentures will be equal to the sum of the Liquidation Amount or
Redemption Price, as applicable, of the Capital Securities and related Common
Securities; (ii) the Interest Rate and interest and other payment dates on
the 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 will provide 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 CAPITAL SECURITIES

A holder of any Capital Security may institute a legal proceeding
directly against the Corporation to enforce its rights under the 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 will provide that no payments may be made in respect of the 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 Junior Subordinated Debentures would constitute an Event
of Default under the Trust Agreement.

LIMITED PURPOSE OF THE TRUST

The Capital Securities will represent beneficial interests in
the Trust, and 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. A
principal difference between the rights of a holder of a Capital Security and
a holder of a Junior Subordinated Debenture is that a holder of a Junior
Subordinated Debenture will be entitled to receive from the Corporation the
principal amount of (and premium, if any) and interest on Junior Subordinated
Debentures held, while a holder of Capital Securities is entitled to receive
Distributions from the Trust (or, in certain circumstances, from the
Corporation under the 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 Capital Securities--Liquidation of
the Trust and Distribution of Junior Subordinated Debentures." Upon any
voluntary or involuntary liquidation or bankruptcy of the Corporation, the
Property Trustee, as holder of the 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 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 Capital Securities and a holder of 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 FEDERAL INCOME TAX CONSEQUENCES

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 who
purchases such Capital Securities upon initial issuance. 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.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

In connection with the issuance of the Junior Subordinated Debentures,
Tax Counsel will render 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 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 Capital Securities, Tax Counsel
will render 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, 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 if then required under applicable capital guidelines or
policies of the Federal Reserve. 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
Capital Securities"), the Junior Subordinated Debentures may be prepaid for
cash and the proceeds of such prepayment 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 (including a redemption of
such Capital Securities by the Corporation) 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 includible 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 February 6, 1997, as part of the Clinton Administration's Fiscal 1998
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 the date of "first
committee action," if such debt obligations have a maximum term in excess of
15 years and are not shown as indebtedness on the issuer's applicable
consolidated balance sheet. Since the Proposed Legislation has not yet
been introduced by any member of the 105th Congress, the Proposed
Legislation should not apply to the Junior Subordinated Debentures. It is
possible, however, that the Proposed Legislation or any other legislation
enacted by Congress, may give rise to a Tax Event, in which event the
Corporation would be permitted, 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
Early Redemption Price by electing to prepay the Junior Subordinated
Debentures at the Prepayment Price. See "Description of the Capital
Securities--Redemption" and "Description of 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 (i) a citizen or individual
resident (or is treated as a citizen or individual resident) of the United
States for federal income tax purposes, (ii) 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, (iii) an estate the income of which is includible in its
gross income for federal income tax purposes without regard to its source or
(iv) a trust if, and only if, (a) a court within the United States is able to
exercise primary supervision over the administration of the trust and (b) 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 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 Capital Securities with assets of any Plan
should consult with its counsel. The purchase and/or holding of 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 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 96-23 (an
exemption for certain transactions determined by an in-house manager). In
addition, a Plan fiduciary considering the purchase of 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
purchase 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 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 Junior
Subordinated Debentures, the Property Trustee will have only limited
custodial and ministerial authority with respect to Trust assets.

UNDERWRITING

Subject to the terms and conditions set forth in the Purchase Agreement
(the "Purchase Agreement") among the Corporation, the Trust and
________________________________________ (collectively, the "Underwriters"),
the Corporation and the Trust have agreed that the Trust will sell to the
Underwriters, and the Underwriters have agreed, severally and not jointly, to
purchase from the Trust, the respective number of Capital Securities set
forth below opposite their respective names.

Number of
Underwriter Capital Securities
----------- ------------------

Total

The Underwriters propose to offer the Capital Securities initially at
the price to public set forth on the cover of this Prospectus and to certain
dealers at such price less a concession of not more than $___ per Capital
Security. The Underwriters may allow and such dealers may reallow a
concession of not more than $___ per Capital Security to certain other
dealers. After the initial offering, the price to public, concession and
reallowance may be changed.

The Purchase Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Capital Securities is subject to
certain conditions, including delivery of certain legal opinions by counsel
for the Underwriters.

In view of the fact that the proceeds of the sale of the Capital
Securities will be invested in the Junior Subordinated Debentures, the
Purchase Agreement provides that the Corporation will pay, as compensation to
the Underwriters, an amount of $ per Capital Security.
-----

The Capital Securities constitute a new issue of securities with no
established trading market. The Corporation has been advised by the
Underwriters that they intend to make a market in the Capital Securities, but
they are not obligated to do so and such market making may be interrupted or
discontinued without notice. No assurance can be given as to the development
or liquidity of any trading market for the Capital Securities.

The Corporation and the Trust have agreed in the Purchase Agreement
that, subject to certain conditions, prior to __________, 1997, neither will
offer, sell, contract to sell or otherwise dispose of any securities that are
substantially similar to the Capital Securities or that are convertible into
or exchangeable for, or otherwise represent a right to acquire, any such
securities, except in the offering or with the prior written consent of
________________.

The Corporation and the Trust have agreed to indemnify the Underwriters
and certain other persons against certain liabilities, including liabilities
under the Securities Act, and to contribute to payments the Underwriters may
be required to make in respect thereof.

Any or all of the Underwriters (have in the past and) may (in the
future) serve as a financial advisor to the Corporation.

Because the National Association of Securities Dealers, Inc. ("NASD") is
expected to view the Capital Securities offered hereby as interests in a
direct participation program, the offering is being made in compliance with
Rule 2810 of the NASD's Conduct Rules. Offers and sales of Capital
Securities will be made only to (i) "qualified institutional buyers," as
defined in Rule 144A under the Securities Act or (ii) institutional
"accredited investors," as defined in Rule 501(a)(1), (2) or (3) of
Regulation D under the Securities Act, for whom an investment in the Capital
Securities is appropriate. The Underwriters may not confirm sales to any
accounts over which they exercise discretionary authority without the prior
written approval of the transaction by the customer.

Until the distribution of the Capital Securities is completed, rules of
the Commission may limit the ability of the Underwriters and certain selling
group members to bid for and purchase the Capital Securities. As an
exception to these rules, the representatives of the Underwriters (the
"Representatives") are permitted to engage in certain transactions that
stabilize the price of the Capital Securities. Such transactions consist of
bids or purchases for the purpose of pegging, fixing or maintaining the price
of the Capital Securities.

If the Underwriters of the Capital Securities create a short position in
the Capital Securities offered hereby, i.e., if they sell more Capital
Securities than are set forth on the cover page of this Prospectus, then the
Representatives may reduce that short position by purchasing Capital
Securities in the open market. In general, purchases of a security for the
purpose of stabilization or to reduce a short position could cause the price
of the security to be higher than it might be in the absence of such
purchases. The Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the
Representatives purchase Capital Securities in the open market to reduce the
Underwriters' short position or to stabilize the price of the Capital
Securities, they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those Capital Securities as
part of the offering. The imposition of a penalty bid might also have an
effect on the price of the Capital Securities to the extent that it were to
discourage resales of the Capital Securities.

Neither the Trust nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Capital Securities.
In addition, neither the Trust nor any of the Underwriters makes any
representation that the Representatives will engage in such transactions or
that such transactions, once commenced, will not be discontinued without
notice.

VALIDITY OF SECURITIES

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

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,
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.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting compensation,
are:

Securities Act Registration Fee $75,757.58
Printing and Engraving Expenses 5,000.00
Legal Fees and Expenses 75,000.00
Accounting Fees and Expenses 35,000.00
Trustee Expenses 6,000.00
Rating Agency Fees and Expenses 162,500.00
Miscellaneous 5,742.42
__________
Total $365,000.00
----------

ITEM 15. 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT

1 Form of Purchase Agreement*
4.1 Indenture of BankBoston Corporation relating to the Junior
Subordinated Debentures*
4.2 Form of Junior Subordinated Debenture (included as Exhibit A
to Exhibit 4.1)*
4.3 Certificate of Trust of BankBoston Capital Trust III
4.4 Declaration of Trust of BankBoston Capital Trust III
4.5 Amended and Restated Declaration of Trust for BankBoston
Capital Trust III*
4.6 Form of Capital Security Certificate for BankBoston Capital
Trust III (included as Exhibit D to Exhibit 4.5)*
4.7 Form of Guarantee of BankBoston Corporation relating to the
Capital Securities*
5.1 Opinion and consent of Brown & Wood LLP, special counsel to
BankBoston Corporation as to legality of the Junior
Subordinated Debentures and the Guarantee to be issued by
BankBoston Corporation*
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom (Delaware),
special Delaware counsel to BankBoston Capital Trust III, as
to legality of the Capital Securities to be issued by
BankBoston Capital Trust III*
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 Brown & Wood LLP (included in Exhibit 5.1)*
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (Delaware)
(included in Exhibit 5.2)*
24 Power of Attorney of certain officers and directors of
BankBoston 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 III*
25.3 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Guarantee for the benefit of the
holders of the Capital Securities of BankBoston Capital Trust
III*

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

ITEM 17. UNDERTAKINGS

Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of a
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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.

Each of the undersigned Registrants hereby undertakes:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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
15th day of May, 1997.

BANKBOSTON 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 DATE
---------
TITLE

/s/ CHARLES K. GIFFORD* Chief Executive May 15, 1997
(Charles K. Gifford) Officer and Director
(Chief Executive
Officer)

/s/ WILLIAM M. CROZIER, JR.* Chairman of the May 15, 1997
(William M. Crozier, Board of Directors and
Jr.) Director

/s/ HENRIQUE DE CAMPOS President and May 15, 1997
MEIRELLES* Chief Operating
(Henrique de Campos Officer and
Meirelles) Director

/s/ WILLIAM J. SHEA* Vice Chairman, May 15, 1997
(William J. Shea) Chief Financial
Officer and
Treasurer (Chief
Financial Officer)

/s/ ROBERT T. JEFFERSON* Comptroller May 15, 1997
(Robert T. Jefferson) (Chief Accounting Officer)

/s/ WAYNE A BUDD* Director May 15, 1997
(Wayne A. Budd)

/s/ JOHN A. CERVIERI JR.* Director May 15, 1997
(John A. Cervieri Jr.)

/s/ WILLIAM F. CONNELL* Director May 15, 1997

(William F. Connell)

/s/ GARY L. COUNTRYMAN* Director May 15, 1997
(Gary L. Countryman)

/s/ ALICE F. EMERSON* Director May 15, 1997
(Alice F. Emerson)

/s/ THOMAS J. MAY* Director May 15, 1997
(Thomas J. May)

/s/ DONALD F. McHENRY* Director May 15, 1997
(Donald F. McHenry)

/s/ PAUL C. O'BRIEN* Director May 15, 1997
(Paul C. O'Brien)

/s/ THOMAS R. PIPER* Director May 15, 1997
(Thomas R. Piper)

/s/ FRANCENE S. RODGERS* Director May 15, 1997
(Francene S. Rodgers)

/s/ JOHN W. ROWE* Director May 15, 1997
(John W. Rowe)

/s/ GLENN P. STREHLE*
(Glenn P. Strehle) Director May 15, 1997

/s/ WILLIAM C. VAN FAASEN* Director May 15, 1997
(William C. Van Faasen)

/s/ THOMAS B. WHEELER* Director May 15, 1997
(Thomas B. Wheeler)

Director May __, 1997
(Alfred M. Zeien)

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

Pursuant to the requirements of the Securities Act, the Trust certifies
that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-3 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 15th day of May,
1997.

BANKBOSTON CAPITAL TRUST III

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

1 Form of Purchase Agreement*
4.1 Indenture of BankBoston Corporation relating to the Junior
Subordinated Debentures*
4.2 Form of Junior Subordinated Debenture (included as Exhibit A
to Exhibit 4.1)*
4.3 Certificate of Trust of BankBoston Capital Trust III
4.4 Declaration of Trust of BankBoston Capital Trust III
4.5 Amended and Restated Declaration of Trust for BankBoston
Capital Trust III*
4.6 Form of Capital Security Certificate for BankBoston Capital
Trust III (included as Exhibit D to Exhibit 4.5)*
4.7 Form of Guarantee of BankBoston Corporation relating to the
Capital Securities*
5.1 Opinion and consent of Brown & Wood LLP, special counsel to
BankBoston Corporation as to legality of the Junior
Subordinated Debentures and the Guarantee to be issued by
BankBoston Corporation*
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom (Delaware),
special Delaware counsel to BankBoston Capital Trust III, as
to legality of the Capital Securities to be issued by
BankBoston Capital Trust III*
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 Brown & Wood LLP (included in Exhibit 5.1)*
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (Delaware)
(included in Exhibit 5.2)*
24 Power of Attorney of certain officers and directors of
BankBoston 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 III*
25.3 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Guarantee for the benefit of the
holders of Capital Securities of BankBoston Capital Trust III*

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

NO DEALER, SALESMAN OR ANY OTHER $250,000,000
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN (LOGO)
THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN BANKBOSTON
CONNECTION WITH THE OFFER MADE BY CAPITAL TRUST III
THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY
THE CORPORATION, THE TRUST OR THE Floating Rate Capital Securities
UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL fully and unconditionally guaranteed,
UNDER ANY CIRCUMSTANCE CREATE AN as described herein, by
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE
CORPORATION OR THE TRUST SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES BANKBOSTON
NOT CONSTITUTE AN OFFER OR CORPORATION
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 (LOGO)
QUALIFIED TO DO SO OR TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.

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

------------------
PROSPECTUS
TABLE OF CONTENTS
------------------
Page
----
(NAMES OF UNDERWRITERS)

Available Information . . . .
Incorporation of Certain
Documents by
Reference . . . . . . . . .
Prospectus Summary . . . . . .
Risk Factors . . . . . . . . .
BankBoston Corporation . . . .
Use of Proceeds . . . . . . . , 1997
Ratios of Earnings to Fixed ----------
Charges . . . . . . . . . . .
Capitalization . . . . . . . .
Summary Financial Data . . . .
BankBoston Capital Trust III .
Description of Capital Securities
Description of Junior Subordinated
Debentures . . . . . . . . .
Description of Guarantee . . .
Relationship Among the Capital
Securities, the Junior
Subordinated Debentures and
the Guarantee. . . . . . . . .
Certain Federal Income Tax
Consequences . . . . . . . . .
ERISA Considerations . . . . .
Underwriting . . . . . . . . .
Validity of Securities . . . .
Experts . . . . . . . . . . . .

Exhibit 4.3

CERTIFICATE OF TRUST

BANKBOSTON CAPITAL TRUST III

This Certificate of Trust is being executed as of May 14, 1997 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 III" (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)
23 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: /s/ Mary Jane Morrissey
-----------------------
Mary Jane Morrissey
Authorized Signatory

ADMINISTRATIVE TRUSTEE

By: /s/ Robert T. Jefferson
-----------------------
Robert T. Jefferson

ADMINISTRATIVE TRUSTEE

By: /s/ Craig V. Starble
----------------------
Craig V. Starble

ADMINISTRATIVE TRUSTEE

By:/s/ Kathleen M. McGillycuddy
----------------------------
Kathleen M. McGillycuddy

BANKBOSTON CORPORATION
as Sponsor

By:/s/ Kathleen M. McGillycuddy
----------------------------
Kathleen M. McGillycuddy
Executive Director,
Global Treasury

Exhibit 4.4

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

DECLARATION OF TRUST

BankBoston Capital Trust III

Dated as of May 14, 1997

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

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 . . . . . . . . . . . . . . . . . . . . . . 9
--------
SECTION 3.2 Delaware Trustee . . . . . . . . . . . . . . . . . . 10
----------------
SECTION 3.3 Execution of Documents . . . . . . . . . . . . . . . 10
----------------------

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 . . . . . . . . . . . . . . . . . . . . . 11
-----------
SECTION 4.2 Fiduciary Duty . . . . . . . . . . . . . . . . . . . 11
--------------
SECTION 4.3 Indemnification . . . . . . . . . . . . . . . . . . . 13
---------------
SECTION 4.4 Outside Businesses . . . . . . . . . . . . . . . . . 17
------------------

ARTICLE V
AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1 Amendments . . . . . . . . . . . . . . . . . . . . . 17
----------
SECTION 5.2 Termination of Trust . . . . . . . . . . . . . . . . 17
--------------------
SECTION 5.3 Governing Law . . . . . . . . . . . . . . . . . . . . 18
-------------
SECTION 5.4 Headings . . . . . . . . . . . . . . . . . . . . . . 18
--------
SECTION 5.5 Successors and Assigns . . . . . . . . . . . . . . . 18
----------------------
SECTION 5.6 Partial Enforceability . . . . . . . . . . . . . . . 18
----------------------
SECTION 5.7 Counterparts . . . . . . . . . . . . . . . . . . . . 19
------------

DECLARATION OF TRUST
OF
BANKBOSTON CAPITAL TRUST III

May 14, 1997

DECLARATION OF TRUST ("Declaration") dated and effective as of May
14, 1997 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.

"BankBoston" means BankBoston Corporation, a Massachusetts corpora
----------
tion 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 seq., 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 BankBoston 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
---------
BankBoston 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 BankBoston 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 III". 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 BankBoston
Corporation, P.O. Box 2016, Boston, Massachusetts 02106-20161, Attention:
Kathleen McGillycuddy, Administrative Trustee. On ten Business Days written
notice to the holders of Securities, the Administrative Trustees may desig-
nate 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 and file with the Commission a registration
statement on Form S-3, prepared by the Sponsor, including any amendments
thereto in relation to the Capital Securities;

(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 and other related agreements providing for the sale
of the Common Securities and the Capital Securities;

(v) 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 upon
notice of issuance of any Capital Securities;

(vi) 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) or (g) of the Exchange Act; and

(vii) execute and enter into an underwriting agreement
and pricing agreement providing for the sale of the Capital 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 all 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 for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Capital Securities,
including any amendments thereto;

(b) to determine the States and foreign jurisdictions 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 and foreign jurisdictions;

(c) 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 upon notice of issuance of any Capital Securi-
ties;

(d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the class
of Capital Securities under Section 12(b) or (g) of the Exchange Act,
including any amendments thereto;

(e) to negotiate the terms of an underwriting agreement and pricing
agreement providing for the sale of the Capital Securities; and

(f) to negotiate the terms of subscription agreements, purchase
agreements 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, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such 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 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 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; provided, that, the
registration statement referred to in Section 2.6(b)(i), including any amend-
ments thereto, shall be signed by a majority of the Administrative Trustees;
and

(b) 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 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 entitled 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 it 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.

/s/ Robert T. Jefferson

-----------------------------------
Name: Robert T. Jefferson
As Administrative Trustee

/s/ Craig V. Starble
-----------------------------------
Name: Craig V. Starble
As Administrative Trustee

/s/ Kathleen M. McGillycuddy
-----------------------------------
Name: Kathleen M. McGillycuddy
As Administrative Trustee

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By: /s/ Mary Jane Morrissey
--------------------------------------------
Name: Mary Jane Morrissey
Title: Authorized Signatory

BANKBOSTON CORPORATION,
as Sponsor

By: /s/ Kathleen M. McGillycuddy
------------------------------
Name: Kathleen M. McGillycuddy
Title: Executive Director,
Global Treasury
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
BankBoston Corporation

We consent to the incorporation by reference, in this registration
statement on Form S-3, of our report dated January 16, 1997 on our audits of
the consolidated financial statements of BankBoston Corporation (formerly
known as Bank of Boston Corporation) and Subsidiaries as of December 31, 1996
and 1995, and for each of the three years in the period ended December 31,
1996, included in the Corporation's 1996 Annual Report to Stockholders and in
Exhibit 13 to the Corporation's 1996 Annual Report on Form 10-K. We also
consent to the reference to our firm under the caption "Experts."

The consolidated financial statements of BayBanks, Inc., as of December
31, 1995 and for the years ended December 31, 1995 and 1994, prior to the
restatement for the 1996 pooling of interests, included in the 1995 and 1994
restated consolidated financial statements were audited by other auditors
whose reports expressed unqualified opinions on those financial statements.
We audited the combination of the accompanying consolidated balance sheet as
of December 31, 1995, and the consolidated statements of income, changes in
stockholders' equity and cash flows for the years ended December 31, 1995 and
1994, after restatement for the 1996 pooling of interests; in our opinion,
such consolidated financial statements have been properly combined on the
basis described in Note 2 to the financial statements.

/s/ Coopers & Lybrand, L.L.P.

Boston, Massachusetts
May 14, 1997
Exhibit 24

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
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 BankBoston 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, 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-3 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
--------- ----- ----

/s/ CHARLES K. GIFFORD Chief Executive May 15, 1997
(Charles K. Gifford) Officer and Director
(Chief Executive
Officer)

/s/ WILLIAM M. CROZIER, JR. Chairman of the May 15, 1997
(William M. Crozier, Jr.) Board of Directors
and Director

/s/ HENRIQUE DE CAMPOS President and May 15, 1997
MEIRELLES Chief Operating
Officer and Director
(Henrique de Campos
Meirelles)

/s/ WILLIAM J. SHEA Vice Chairman, May 15, 1997
(William J. Shea) Chief Financial
Officer and
Treasurer (Chief
Financial Officer)

/s/ ROBERT T. JEFFERSON Comptroller May 15, 1997
(Robert T. Jefferson) (Chief Accounting
Officer)

/s/ WAYNE A. BUDD Director May 15, 1997
(Wayne A. Budd)

/s/ JOHN A. CERVIERI JR. Director May 15, 1997
(John A. Cervieri Jr.)

/s/ WILLIAM F. CONNELL Director May 15, 1997
(William F. Connell)

/s/ GARY L. COUNTRYMAN Director May 15, 1997
(Gary L. Countryman)

/s/ ALICE F. EMERSON Director May 15, 1997
(Alice F. Emerson)

/s/ THOMAS J. MAY Director May 15, 1997
(Thomas J. May)

/s/ DONALD F. McHENRY Director May 15, 1997
(Donald F. McHenry)

/s/ PAUL C. O'BRIEN Director May 15, 1997
(Paul C. O'Brien)

/s/ THOMAS R. PIPER Director May 15, 1997
(Thomas R. Piper)

/s/ FRANCENE S. RODGERS Director May 15, 1997
(Francene S. Rodgers)

/s/ JOHN W. ROWE Director May 15, 1997
(John W. Rowe)

/s/ GLENN P. STREHLE Director May 15, 1997
(Glenn P. Strehle)

/s/ WILLIAM C. VAN FAASEN Director May 15, 1997
(William C. Van Faasen)

/s/ THOMAS B. WHEELER Director May 15, 1997
(Thomas B. Wheeler)

Director May __, 1997
(Alfred M. Zeien)