<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
FLEET BOSTON CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
One Federal Street
Boston, Massachusetts 02110
March 10, 2000
Dear Stockholder:
We are pleased to invite you to the 2000 Annual Meeting of Stockholders of Fleet
Boston Corporation (the "Corporation"), which will be held on Tuesday,
April 18, 2000, at 11:00 a.m. at the World Trade Center Boston, 164 Northern
Avenue, Boston, Massachusetts.
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement
contain the matters to be considered and acted upon. Please read these materials
carefully.
Matters scheduled for consideration at the Annual Meeting are: to elect eight
Directors, to approve an Amendment to the Corporation's Restated Articles of
Incorporation to change its name to "FleetBoston Financial Corporation," to
ratify the selection of independent accountants for 2000, and, if presented to
the Annual Meeting, to consider and vote on one stockholder proposal.
We hope you will be able to attend the meeting, but if you cannot do so, it is
important that your shares be represented and voted. ACCORDINGLY, WE ASK THAT
YOU MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE RETURN
ENVELOPE PROVIDED.
Very truly yours,
<TABLE>
<S> <C>
/s/ Terrence Murray /s/ Charles K. Gifford
TERRENCE MURRAY CHARLES K. GIFFORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER PRESIDENT AND CHIEF OPERATING OFFICER
</TABLE>
<PAGE>
FLEET BOSTON CORPORATION
One Federal Street
Boston, Massachusetts 02110
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 2000
TO COMMON STOCKHOLDERS OF
FLEET BOSTON CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Fleet Boston
Corporation, a Rhode Island corporation (the "Corporation"), will be held on
Tuesday, April 18, 2000, at 11:00 a.m. at the World Trade Center Boston, 164
Northern Avenue, Boston, Massachusetts for the following purposes, all as set
forth in the accompanying Proxy Statement:
1. To elect eight Directors with terms expiring at the 2003 Annual
Meeting of Stockholders.
2. To approve an Amendment to the Corporation's Restated Articles of
Incorporation to change its name to "FleetBoston Financial Corporation."
3. To ratify the selection of PricewaterhouseCoopers LLP as the
Corporation's independent accountants for 2000.
4. To consider and vote upon one stockholder proposal described in the
accompanying Proxy Statement, if such proposal is presented to the Annual
Meeting.
5. To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on February 24, 2000, as
the record date for determining stockholders entitled to notice of, and to vote
at, the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. PLEASE
COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD PROMPTLY, USING THE
ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
By Order of the Board of Directors,
/s/ William C. Mutterperl
WILLIAM C. MUTTERPERL
SECRETARY
Boston, Massachusetts
March 10, 2000
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
GENERAL INFORMATION ABOUT VOTING............................ 1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS............. 3
ELECTION OF DIRECTORS....................................... 3
Information about the Nominees.......................... 3
Nominees for Election as Directors...................... 4
Directors Continuing in Office.......................... 7
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS........ 13
Meetings and Committees................................. 13
Compensation of Directors............................... 14
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS...... 15
HUMAN RESOURCES AND BOARD GOVERNANCE COMMITTEE REPORT ON
EXECUTIVE COMPENSATION.................................... 16
STOCK PERFORMANCE GRAPH..................................... 19
COMPENSATION OF EXECUTIVE OFFICERS.......................... 20
Executive Compensation.................................. 20
Summary Compensation Table.............................. 20
Option Grants in 1999................................... 21
Aggregated Option Exercises in 1999 and Year-End Option
Values................................................. 22
Retirement Benefits..................................... 22
Supplemental Death Benefit.............................. 23
Severance Agreements and Employment Agreements.......... 23
OTHER INFORMATION RELATING TO DIRECTORS, NOMINEES AND
EXECUTIVE OFFICERS........................................ 26
Indebtedness and Other Transactions..................... 26
Compensation Committee Interlocks and Insider
Participation.......................................... 27
Section 16(a) Beneficial Ownership Reporting
Compliance............................................. 28
APPROVAL OF THE AMENDMENT TO THE RESTATED ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION....... 29
RATIFICATION OF THE SELECTION OF THE CORPORATION'S
INDEPENDENT ACCOUNTANTS................................... 29
STOCKHOLDER PROPOSAL........................................ 30
SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL
MEETING OF STOCKHOLDERS................................... 31
SUMMARY ANNUAL REPORT AND 10-K REPORT....................... 31
</TABLE>
<PAGE>
FLEET BOSTON CORPORATION
One Federal Street
Boston, Massachusetts 02110
Telephone (617) 346-4000
-------------------
2000 ANNUAL MEETING OF STOCKHOLDERS
-------------------
PROXY STATEMENT
We are mailing this Proxy Statement, with the accompanying proxy card, to you on
or about March 10, 2000. The enclosed proxy is solicited by the Board of
Directors ("the Board") of Fleet Boston Corporation in connection with the
Annual Meeting of Stockholders to be held on April 18, 2000, and any adjournment
of that meeting.
------------------------------------------------
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE?
If you are a holder of our Common Stock, on our records at the close of business
on February 24, 2000 (the "Record Date" for the Annual Meeting), you are
entitled to vote at the Annual Meeting. On the Record Date, we had 902,100,498
shares of Common Stock issued and outstanding, exclusive of treasury shares.
Each issued and outstanding share of Common Stock will be entitled to one vote
on each matter to be voted on at the Annual Meeting and can be voted only if the
owner of record is present to vote or is represented by proxy.
HOW ARE VOTES COUNTED?
The holders of a majority in interest of all stock issued, outstanding and
entitled to vote are required to be present in person or represented by proxy at
the Annual Meeting in order to constitute a quorum for the transaction of
business. Abstentions and broker non-votes are treated in the same manner as
shares present or represented at the Annual Meeting for purposes of determining
the existence of a quorum.
The affirmative vote of a majority of the shares of Common Stock represented at
the Annual Meeting and entitled to vote is required to elect Directors, to
ratify the selection of independent accountants and to decide the stockholder
proposal. Approval of the Amendment to the Restated Articles of Incorporation to
change the Corporation's name to "FleetBoston Financial Corporation" (the "Name
Change Amendment") requires the affirmative vote of a majority of the issued and
outstanding shares of the Corporation's Common Stock.
The total number of votes that are cast "for" a proposal will determine whether
the proposal is adopted. Abstentions are counted in determining the total number
of votes cast. While not counted as votes "for" or "against" a proposal,
abstentions have the same effect as votes against a proposal. Broker non-votes
are not counted in determining the number of votes cast. (A "broker non-vote"
occurs when a registered broker holding a customer's shares in the name of the
broker has not received voting instructions on a matter from the customer and is
barred by stock exchange rules from exercising discretionary authority to vote
on the matter. The broker will indicate this on the proxy card.) Under the rules
of the New York Stock Exchange (the "NYSE"), brokers who hold shares in street
name for customers are prohibited from giving a proxy to vote such shares with
respect to the consideration of the stockholder proposal without specific
instructions from their customers.
In voting for the election of Directors, you may cast your vote in favor or
against, but you may not specify an abstention. You may indicate abstentions
with respect to the approval of the Name Change Amendment, the ratification of
the selection of independent accountants and consideration of the stockholder
proposal.
WHAT HAPPENS IF I VOTE BY PROXY?
If you sign, date and return the enclosed proxy card in time for the Annual
Meeting and do not
<PAGE>
subsequently revoke it, your shares will be voted in accordance with your
instructions as marked on the proxy card. If you sign, date and return the proxy
card but do not specify how your shares are to be voted, then your shares will
be voted FOR the matters numbered (1), (2) and (3) on the proxy card and AGAINST
the stockholder proposal. We are not aware of any matter to be considered at the
Annual Meeting other than those referred to in this Proxy Statement. If any
other business should properly come before the Annual Meeting, the persons named
in the proxy card will vote according to their best judgment.
CAN I REVOKE MY PROXY CARD INSTRUCTIONS?
You may revoke your proxy at any time before it is exercised by returning to us
another properly signed proxy card representing your shares and bearing a later
date, delivering a written revocation letter to William C. Mutterperl, Secretary
of the Corporation, or by attending the Annual Meeting in person, notifying the
Secretary, and voting by ballot at the Annual Meeting. Mr. Mutterperl's mailing
address is Fleet Boston Corporation, One Federal Street, Boston, Massachusetts
02110.
Any stockholder of record attending the Annual Meeting may vote in person
whether or not a proxy has been previously given, but the mere presence (without
notifying the Secretary) of a stockholder at the Annual Meeting will not
constitute revocation of a previously given proxy.
WHAT DO I NEED TO DO IF I PLAN TO ATTEND THE ANNUAL MEETING?
If you are a holder of record of shares of our Common Stock and you plan to
attend the Annual Meeting, you need only bring a form of personal identification
with you in order to be admitted to the Annual Meeting. If you are not a record
holder of shares but hold our Common Stock through a bank or broker, you will
need proof of ownership to be admitted to the Annual Meeting. A recent brokerage
statement or letter from a bank or broker are examples of proof of ownership. If
you hold your shares through a broker or bank and want to vote in person at the
Annual Meeting, you will need to contact the registered holder of your shares
and obtain a proxy in your name from that registered holder.
WHO PAYS THE EXPENSES OF THIS SOLICITATION?
We bear the cost of preparing, assembling and mailing the Notice, Proxy
Statement and proxy card for the Annual Meeting. We have retained Georgeson &
Co., New York, NY to assist in the solicitation of proxies and we will
compensate them in an estimated amount of $15,000 plus reasonable out-of-pocket
expenses. In addition to such solicitation and solicitation by use of the mails,
employees of our principal subsidiary, Fleet National Bank (the "Bank") may
solicit proxies by personal interview, by telephone or by other means of
communication, without any additional compensation. We will also provide
persons, firms, banks and corporations holding shares in their names, or in the
names of their nominees, which in either case are beneficially owned by others,
with proxy materials for transmittal to the beneficial owners and we will
reimburse the record holders for their reasonable expenses in transmitting those
materials.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists all stockholders known by us to beneficially own more
than 5% of the shares of Common Stock of the Corporation outstanding as of
December 31, 1999:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- ------------------------------------ ----------------------- ----------
<S> <C> <C>
FMR Corp.(1)................................................ 70,917,344 (1) 7.75%(1)
82 Devonshire Street
Boston, MA 02109
KKR Associates(2)........................................... 51,183,780 (2) 5.5%(2)
9 West 57th Street
New York, NY 10019
</TABLE>
- ------------------------
(1) FMR Corp. ("FMR") beneficially owned 70,917,344 shares of Common Stock as of
December 31, 1999 as a result of various of its subsidiaries and affiliates
providing investment advisory and management services. FMR has sole voting
power with respect to 2,875,303 of the shares and sole dispositive power
with respect to 70,917,344 of the shares. This information is based on a
Schedule 13G filed by FMR with the Securities and Exchange Commission (the
"SEC") dated February 28, 2000.
(2) KKR Associates, which was organized by Kohlberg Kravis Roberts & Co.
("KKR"), a private investment firm, as the general partner of each of
Whitehall Associates, L.P. and KKR Partners II, L.P. (the "Partnerships"),
beneficially owned, together with the Partnerships, 38,183,780 shares of
Common Stock and rights to purchase 13,000,000 shares of Common Stock (the
"Rights") as of December 31, 1999. The total number of shares of Common
Stock represented by such Common Stock and Rights is 51,183,780 shares
(after giving effect to the exercise of the Rights). KKR Associates is a New
York limited partnership, whose General Partner is KKR & Co. LLC, a Delaware
limited liability company. The members of KKR & Co. LLC consist of Henry R.
Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W.
Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry Golkin, Clifton S.
Robbins, Scott M. Stuart and Edward A. Gilhuly. Certain past and present
employees of KKR, partnerships and trusts for the benefit of the families of
the members, employees of KKR and former members of KKR, are limited
partners of KKR Associates. KKR Associates has sole voting and investment
power for the Partnerships. This information is derived from an amended
Schedule 13D filed with the SEC on January 13, 1996, and other information
furnished to the Corporation. For purposes of calculating the percent of
Common Stock beneficially owned by KKR Associates, the number of shares of
Common Stock deemed to be outstanding includes 13,000,000 shares that may be
issued upon exercise of the Rights described above.
ELECTION OF DIRECTORS
INFORMATION ABOUT THE NOMINEES
As of the date of this Proxy Statement, our Board consists of 24 persons. The
Board is divided into three classes, with each class serving staggered terms of
three years. Eight Director nominees are to be elected for terms of office that
will expire at the 2003 Annual Meeting. The nominees are William Barnet, III,
John T. Collins, William F. Connell, Gary L. Countryman, Charles K. Gifford,
Marian L. Heard, Thomas J. May and Terrence Murray.
Each of the nominees for Director is presently a Director of the Corporation.
Each has consented to being named a nominee in this Proxy Statement and has
agreed to serve as a Director if elected at the Annual Meeting. In the event
that any nominee is unable to serve, the persons named in the proxy card have
discretion to vote for other persons designated by the Board. The following
information with respect to the Director nominees, as well as the Directors
whose terms of office expire in 2001 and 2002, is set forth in this Proxy
Statement: name, age, the number of shares of the Corporation's Common Stock
beneficially owned as of February 29, 2000, the year in which the individual
became a Director of the Corporation, principal occupation, business or
professional experience, the standing committees of the Board on which the
individual serves as a member, and the names of any public companies, other than
the Corporation, for which the individual serves as a Director. THE BOARD
RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR ELECTION AS DIRECTORS.
3
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
TERMS EXPIRE AT THE 2003 ANNUAL STOCKHOLDERS' MEETING
<TABLE>
<C> <S>
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF WILLIAM BARNET &
[PHOTO] SON, INC.
WILLIAM BARNET, III - President and Chief Executive Officer of William Barnet &
Age 57 Son, Inc. (SYNTHETIC FIBER PROCESSING COMPANY) since 1976
Director of the - CURRENT COMMITTEES: Audit
Corporation (1) In addition to shares directly held, includes 27,492
since 1988 stock units held under the Corporation's Director Deferred
Shares: 50,616(1) Compensation and Stock Unit Plan (the "Directors' Plan").
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COLLINS GROUP,
[PHOTO] INC.
JOHN T. COLLINS - Chairman and Chief Executive Officer of The Collins
Age 53 Group, Inc. since 1990
Director of the - OTHER PUBLIC COMPANY DIRECTORSHIPS: Joan Fabrics, Inc.
Corporation - CURRENT COMMITTEES: Executive and Human Resources and
since 1995 Board Governance
Shares: 119,254(2) (2) In addition to shares directly held, includes 4,130
stock units held under the Directors' Plan.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF CONNELL LIMITED
[PHOTO] PARTNERSHIP
WILLIAM F. CONNELL - Chairman and Chief Executive Officer of Connell Limited
Age 61 Partnership (METALS RECYCLING AND THE MANUFACTURE OF
Director of the INDUSTRIAL PRODUCTS) since 1987
Corporation - Director of BankBoston Corporation ("BankBoston") from
since October, 1999 1993 to October, 1999
Shares: 124,949(3) - OTHER PUBLIC COMPANY DIRECTORSHIPS: Harcourt General,
Inc. and Liberty Financial Companies, Inc.
- CURRENT COMMITTEES: Executive and Human Resources and
Board Governance
(3) In addition to shares directly held, includes 405 stock
units held under the Directors' Plan, 2,734 stock units held
under the BankBoston Directors Retirement Benefits Exchange
Program (the "BKB Exchange Program") and 7,104 shares which
Mr. Connell has a right to acquire within 60 days under the
BankBoston 1997 Stock Option Plan for Non-Employee Directors
(the "BKB Director Stock Option Plan"). The BKB Exchange
Program and the BKB Director Stock Option Plan were assumed
by the Corporation in connection with the merger.
</TABLE>
4
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
TERMS EXPIRE AT THE 2003 ANNUAL STOCKHOLDERS' MEETING
<TABLE>
<C> <S>
CHAIRMAN OF LIBERTY MUTUAL INSURANCE COMPANY
[PHOTO] - Chairman of Liberty Mutual Insurance Company since 1991,
GARY L. COUNTRYMAN Chief Executive Officer from 1987 to 1998 and President from
Age 60 1981 to 1992
Director of the - Director of BankBoston from 1982 to October, 1999
Corporation - OTHER PUBLIC COMPANY DIRECTORSHIPS: NSTAR, Liberty
since October, 1999 Financial Companies, Inc., Harcourt General, Inc., Unisource
Shares: 25,219(4) Worldwide, Inc., and Gulf Canada Resources
- CURRENT COMMITTEES: Executive and Human Resources and
Board Governance
(4) In addition to shares directly held, includes 101 stock
units held under the Directors' Plan, 9,843 stock units held
under the BKB Exchange Program, 286 stock units held under
the BankBoston Director Stock Award Plan (the "BKB Director
Stock Award Plan") and 7,104 shares which Mr. Countryman has
a right to acquire within 60 days under the BKB Director
Stock Option Plan. The BKB Director Stock Award Plan was
assumed by the Corporation in connection with the merger.
PRESIDENT AND CHIEF OPERATING OFFICER OF THE CORPORATION
[PHOTO] - President and Chief Operating Officer of the Corporation
CHARLES K. GIFFORD since October, 1999
Age 57 - Chairman and Chief Executive Officer of BankBoston from
Director of the 1997 to October, 1999, Chief Executive Officer from 1996 to
Corporation 1997, and Chairman, President and Chief Executive Officer
since October, 1999 from 1995 to 1996
Shares: 1,805,607(5) - Director of BankBoston from 1987 to October, 1999
- OTHER PUBLIC COMPANY DIRECTORSHIPS: Massachusetts Mutual
Life Insurance Company and NSTAR
- CURRENT COMMITTEES: Executive
(5) In addition to shares directly held, includes 958,710
shares which Mr. Gifford has a right to acquire within 60
days under long-term incentive plans assumed or maintained
by the Corporation, 250,000 restricted shares acquired under
such long-term incentive plans and as to which Mr. Gifford
has sole voting but no investment authority, 982 shares held
as custodian for two of his children, 3,542 shares owned by
one of his children directly and 491 shares which he owns
jointly with one of his children.
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE UNITED WAY OF
[PHOTO] MASSACHUSETTS BAY
MARIAN L. HEARD - President and Chief Executive Officer of the United Way
Age 59 of Massachusetts Bay and Chief Executive Officer of the
Director of the United Way of New England since 1992
Corporation - OTHER PUBLIC COMPANY DIRECTORSHIPS: CVS Corporation and
since 1998 Liberty Financial Companies, Inc.
Shares: 3,832(6) - CURRENT COMMITTEES: Community Investment and Public
Policy
(6) In addition to shares directly held, includes 3,633
stock units held under the Directors' Plan.
</TABLE>
5
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
TERMS EXPIRE AT THE 2003 ANNUAL STOCKHOLDERS' MEETING
<TABLE>
<C> <S>
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF NSTAR, BOSTON
[PHOTO] EDISON, COMELECTRIC, COMGAS AND CAMBRIDGE ELECTRIC
THOMAS J. MAY - Chairman and Chief Executive Officer of NSTAR (ENERGY
Age 52 UTILITY COMPANY) and its principal operating companies
Director of the (Boston Edison, ComElectric, ComGas and Cambridge Electric)
Corporation since 1999
since October, 1999 - Chairman and Chief Executive Officer of Boston Edison
Shares: 13,717(7) Company from 1994 to 1999 and President from 1995 to 1999
- Director of BankBoston from 1994 to October, 1999
- OTHER PUBLIC COMPANY DIRECTORSHIPS: NSTAR, Liberty
Financial Companies, Inc., New England Business
Services, Inc. and RCN Corporation
- CURRENT COMMITTEES: Human Resources and Board Governance
(7) In addition to shares directly held, includes 405 stock
units held under the Directors' Plan, 1,804 stock units held
under the BKB Exchange Program, 3,169 stock units held under
the BKB Director Stock Award Plan and 7,104 shares which Mr.
May has a right to acquire within 60 days under the BKB
Director Stock Option Plan.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION
[PHOTO] - Chairman and Chief Executive Officer of the Corporation
TERRENCE MURRAY since 1997, President and Chief Executive Officer from 1995
Age 60 to December, 1996, and Chairman, President and Chief
Director of the Executive Officer from 1989 to 1995
Corporation - OTHER PUBLIC COMPANY DIRECTORSHIPS: A.T. Cross Company,
since 1976 Allmerica Financial Corporation and CVS Corporation
Shares: 2,115,823(8) - CURRENT COMMITTEES: Executive
(8) In addition to shares directly held, includes 1,153,333
shares which Mr. Murray has a right to acquire within 60
days under the Corporation's long-term incentive plans,
473,334 restricted shares acquired under such long-term
incentive plans and as to which Mr. Murray has sole voting
but no investment authority, 302,078 shares held by a trust
under which Mr. Murray is a beneficiary, 50,500 shares held
by a family charitable foundation, 12,035 shares held by a
company in which Mr. Murray is a stockholder and 37,620
shares held by a trust under which Mr. Murray and members of
his family are beneficiaries.
</TABLE>
6
<PAGE>
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRE AT THE 2001 ANNUAL STOCKHOLDERS' MEETING
<TABLE>
<C> <S>
PRESIDENT AND MANAGING PARTNER OF SHAWMUT CAPITAL PARTNERS,
[PHOTO] INC.
JOEL B. ALVORD - President and Managing Partner of Shawmut Capital
Age 61 Partners, Inc. (VENTURE CAPITAL BUY-OUT FIRM) since 1997
Director of the - Chairman of the Corporation from 1995 to December, 1996
Corporation - Chief Executive Officer of Shawmut National Corporation
since 1995 ("Shawmut") from 1988 until 1995
Shares: 308,153(9) - OTHER PUBLIC COMPANY DIRECTORSHIPS: HSB Group, Inc., and
Cuno Incorporated
- CURRENT COMMITTEES: Executive (Chair) and Community
Investment and Public Policy
(9) In addition to shares directly held, includes 198,000
shares which Mr. Alvord has a right to acquire within 60
days under long-term incentive plans assumed or maintained
by the Corporation, 8,960 shares held by a family
foundation, and 7,016 stock units held under the Directors'
Plan.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF RAYTHEON COMPANY
[PHOTO] - Chairman and Chief Executive Officer of Raytheon since
DANIEL P. BURNHAM August, 1999, President and Chief Executive Officer from
Age 53 December, 1998 to August, 1999, and President and Chief
Director of the Operating Officer from July, 1998 to December, 1998
Corporation - Vice Chairman of Allied Signal, Inc. from 1997 to July,
since October, 1999 1998 and President of Allied Signal Aerospace from 1992 to
Shares: 2,918(10) 1997
- Director of BankBoston from April, 1999 to October, 1999
- OTHER PUBLIC COMPANY DIRECTORSHIPS: Raytheon Company
- CURRENT COMMITTEES: Risk Management
(10) In addition to shares directly held, includes 203 stock
units held under the Directors' Plan, 111 stock units held
under BKB Director Stock Award Plan and 2,368 shares which
Mr. Burnham has a right to acquire within 60 days under the
BKB Director Stock Option Plan.
RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF TEXTRON INC.
[PHOTO] - Chairman of Textron Inc. (DIVERSIFIED MANUFACTURING
JAMES F. HARDYMON COMPANY) from 1993 until his retirement in January, 1999,
Age 65 and Chief Executive Officer from 1992 until 1999
Director of the - OTHER PUBLIC COMPANY DIRECTORSHIPS: Air Products &
Corporation Chemicals, Inc., Schneider Electric, S.A., American
since 1991 Standard Companies, Inc., Lexmark International, Inc.,
Shares: 12,233(11) Circuit City Stores, Inc., and Championship Auto Racing
Teams, Inc.
- CURRENT COMMITTEES: Human Resources and Board Governance
(Chair)
(11) In addition to shares directly held, includes 4,457
stock units held under the Directors' Plan.
</TABLE>
7
<PAGE>
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRE AT THE 2001 ANNUAL STOCKHOLDERS' MEETING
<TABLE>
<C> <S>
PRESIDENT OF COMMERCIAL & RETAIL BANKING OF THE
[PHOTO] CORPORATION
ROBERT J. HIGGINS - President of Commercial & Retail Banking of the
Age 54 Corporation since October, 1999, President and Chief
Director of the Operating Officer of the Corporation from 1997 to October,
Corporation 1999, and Vice Chairman of the Corporation from 1993 to 1997
since October, 1999 - CURRENT COMMITTEES: Community Investment and Public
Shares: 1,132,981(12) Policy and Trust
(12) In addition to shares directly held, includes 565,667
shares which Mr. Higgins has a right to acquire within 60
days under the Corporation's long-term incentive plans,
327,500 restricted shares acquired under such long-term
incentive plans and as to which Mr. Higgins has sole voting
but no investment authority, 24,500 shares held by family
trusts and 9,156 shares held by a family foundation.
PRESIDENT OF GLOBAL BANKING & FINANCIAL SERVICES OF THE
[PHOTO] CORPORATION
HENRIQUE DE CAMPOS - President of Global Banking & Financial Services of the
MEIRELLES Corporation since October, 1999
Age 54 - President and Chief Operating Officer of BankBoston from
Director of the 1996 to October, 1999, and Regional Manager in Brazil from
Corporation 1984 to 1996
since October, 1999 - Director of BankBoston from 1996 to October, 1999
Shares: 1,106,637(13) - OTHER PUBLIC COMPANY DIRECTORSHIPS: Best Foods, Inc.,
Champion International Corporation, Raytheon Company and
Accion International, Inc.
- CURRENT COMMITTEES: Community Investment and Public
Policy and Trust
(13) In addition to shares directly held, includes 689,248
shares which Mr. Meirelles has a right to acquire within 60
days under long-term incentive plans assumed or maintained
by the Corporation, and 250,000 restricted shares acquired
under such long-term incentive plans and as to which
Mr. Meirelles has sole voting but no investment authority.
PRESIDENT AND CHIEF OPERATING OFFICER OF QUICK & REILLY/
[PHOTO] FLEET SECURITIES, INC.
THOMAS C. QUICK - President, Chief Operating Officer and Director of Quick
Age 45 & Reilly/Fleet Securities, Inc. since 1996
Director of the - President of Quick & Reilly, Inc., a discount broker,
Corporation from 1985 until 1996
since 1998 (14) In addition to shares directly held, includes 6,159,267
Shares: 6,689,719(14) shares held by various family trusts or partnerships and
173,400 shares which Mr. Quick has a right to acquire within
60 days under the Corporation's long-term incentive plans.
</TABLE>
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DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRE AT THE 2001 ANNUAL STOCKHOLDERS' MEETING
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CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF MORMAC MARINE GROUP,
[PHOTO] INC. AND CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF MORAN
PAUL R. TREGURTHA TRANSPORTATION COMPANY
Age 64 - Chairman and Chief Executive Officer of Mormac Marine
Director of the Group, Inc. (MARINE SHIPPING COMPANY) since 1988, Chairman
Corporation and Chief Executive Officer of Moran Transportation Company
since 1995 (TUG AND BARGE SHIPPING COMPANY) since 1999, Chairman of
Shares: 32,560(15) Moran Transportation Company from 1994 to 1999
- OTHER PUBLIC COMPANY DIRECTORSHIPS: FPL Group, Inc.,
Alliance Resource Management GP, LLC and Teachers Insurance
and Annuity Association
- CURRENT COMMITTEES: Risk Management (Chair)
(15) In addition to shares directly held, includes 6,778
stock units held under the Directors' Plan.
LAWRENCE E. FOURAKER PROFESSOR OF BUSINESS ADMINISTRATION,
[PHOTO] HARVARD UNIVERSITY GRADUATE SCHOOL OF BUSINESS
THOMAS R. PIPER ADMINISTRATION
Age 62 - Faculty member at Harvard since 1970
Director of the - Director of BankBoston from 1996 to October, 1999
Corporation - CURRENT COMMITTEES: Audit and Trust
since October, 1999 (16) In addition to shares directly held, includes 68 stock
Shares: 23,711(16) units held under the Directors' Plan, 535 stock units held
under the BKB Director Stock Award Plan, 3,647 shares held
by a trust over which Mr. Piper has voting authority and
7,104 shares which Mr. Piper has a right to acquire within
60 days under the BKB Director Stock Option Plan.
</TABLE>
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DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRE AT THE 2002 ANNUAL STOCKHOLDERS' MEETING
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CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GILBANE BUILDING
[PHOTO] COMPANY
PAUL J. CHOQUETTE, JR. - Chairman and Chief Executive Officer of Gilbane Building
Age 61 Company since 1997, President and Director of Gilbane
Director of the Building Company since 1981
Corporation - OTHER PUBLIC COMPANY DIRECTORSHIPS: Carlisle
since 1982 Companies, Inc. and Eastern Utilities Associates
Shares: 28,467(17) - CURRENT COMMITTEES: Executive and Risk Management
(17) In addition to shares directly held, includes 6,296
stock units held under the Directors' Plan and 4,400 shares
owned by his spouse.
SENIOR ADVISOR, THE ANDREW W. MELLON FOUNDATION AND
[PHOTO] PRESIDENT EMERITA OF WHEATON COLLEGE, NORTON, MASSACHUSETTS
ALICE F. EMERSON - Senior Advisor, The Andrew W. Mellon Foundation since
Age 68 1998, Senior Fellow, The Andrew W. Mellon Foundation from
Director of the 1991 to 1998
Corporation - President of Wheaton College from 1975 to 1991
since October, 1999 - Director of BankBoston from 1977 to October, 1999
Shares: 25,222(18) - OTHER PUBLIC COMPANY DIRECTORSHIPS: Eastman Kodak
Company, Champion International Corporation and AES
Corporation
- CURRENT COMMITTEES: Audit and Trust (Chair)
(18) In addition to shares directly held, includes 68 stock
units held under the Directors' Plan, 13,125 stock units
held under the BKB Exchange Program, 2,233 stock units held
under the BKB Director Stock Award Plan and 7,104 shares
which Ms. Emerson has a right to acquire within 60 days
under the BKB Director Stock Option Plan.
VICE CHAIRMAN OF BILL GROSS' IDEALAB!
[PHOTO] - Vice Chairman of idealab! (CREATES AND OPERATES INTERNET
ROBERT M. KAVNER BUSINESSES) since 1998
Age 56 - President, Chief Executive Officer and Director of On
Director of the Command Corp. (PROVIDES IN-ROOM VIDEO SERVICES TO THE
Corporation LODGING INDUSTRY) from 1996 until 1998
since 1986 - Executive of Creative Artists Agency, Inc. and Managing
Shares: 14,121(19) Director of Kavner & Associates from 1994 until 1996
- OTHER PUBLIC COMPANY DIRECTORSHIPS: Earthlink Networks,
Inc., Ticketmaster Online-CitySearch, Inc., GoTo.com, Inc.
and Jupiter Communications
- CURRENT COMMITTEES: Human Resources and Board Governance
(19) In addition to shares directly held, includes 7,641
stock units held under the Directors' Plan.
</TABLE>
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DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRE AT THE 2002 ANNUAL STOCKHOLDERS' MEETING
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UNIVERSITY RESEARCH PROFESSOR OF DIPLOMACY AND
[PHOTO] INTERNATIONAL RELATIONS, GEORGETOWN UNIVERSITY,
DONALD F. MCHENRY WASHINGTON, D.C. AND PRESIDENT OF THE IRC GROUP
Age 63 - University Research Professor at Georgetown University
Director of the since 1981
Corporation - President of The IRC Group since 1983
since October, 1999 - Director of BankBoston from 1981 to October, 1999
Shares: 31,694(20) - OTHER PUBLIC COMPANY DIRECTORSHIPS: AT&T Corp., The
Coca-Cola Company, International Paper Company and
SmithKline Beecham, PLC
- CURRENT COMMITTEES: Executive and Audit (Chair)
(20) In addition to shares directly held, includes 68 stock
units held under the Directors' Plan, 10,336 stock units
held under the BKB Exchange Program, 3,169 stock units held
under the BKB Director Stock Award Plan and 7,104 shares
which Mr. McHenry has a right to acquire within 60 days
under the BKB Director Stock Option Plan.
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE PICOTTE
[PHOTO] COMPANIES
MICHAEL B. PICOTTE - President and Chief Executive Officer of the Picotte
Age 52 Companies (REAL ESTATE OWNERSHIP AND MANAGEMENT COMPANIES)
Director of the since 1970
Corporation - CURRENT COMMITTEES: Audit
since 1989 (21) In addition to shares directly held, includes 14,000
Shares: 74,486(21) stock units held under the Directors' Plan, 4,514 shares
held by a trust under which Mr. Picotte is a beneficiary and
18,090 shares held by a company in which Mr. Picotte is a
stockholder.
CHIEF EXECUTIVE OFFICER OF WFD, INC.
[PHOTO] - Founder and Chief Executive Officer of WFD, Inc.
FRANCENE S. RODGERS (FORMERLY KNOWN AS WORK/FAMILY DIRECTIONS, INC., A SERVICE
Age 53 AND CONSULTING FIRM ON EMPLOYEE COMMITMENT) since 1983
Director of the - Director of BankBoston from 1997 to October, 1999
Corporation - CURRENT COMMITTEES: Risk Management and Community
since October, 1999 Investment and Public Policy
Shares: 9,947(22) (22) In addition to shares directly held, includes 379 stock
units held under the Directors' Plan, 1,280 stock units held
under the BKB Director Stock Award Plan and 7,104 shares
which Ms. Rodgers has a right to acquire within 60 days
under the BKB Director Stock Option Plan.
</TABLE>
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DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRE AT THE 2002 ANNUAL STOCKHOLDERS' MEETING
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CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF UNICOM
[PHOTO] CORP. AND COMMONWEALTH EDISON COMPANY
JOHN W. ROWE - Chairman, President and Chief Executive Officer of Unicom
Age 54 Corp. (CHICAGO-BASED ENERGY COMPANY) and Commonwealth Edison
Director of the Company since 1998
Corporation - President and Chief Executive Officer of New England
since October, 1999 Electric System from 1989 to 1998
Shares: 21,960(23) - Director of BankBoston from 1989 to October, 1999
- OTHER PUBLIC COMPANY DIRECTORSHIPS: Unicom Corp., UNUM
Provident Corporation, Commonwealth Edison Company and
Wisconsin Central Transportation Co.
- CURRENT COMMITTEES: Community Investment and Public
Policy (Chair)
(23) In addition to shares directly held, includes 385 stock
units held under the Directors' Plan, 5,086 stock units held
under the BKB Exchange Program, 3,169 stock units held under
the BKB Director Stock Award Plan, 7,104 shares which Mr.
Rowe has a right to acquire within 60 days under the BKB
Director Stock Option Plan and 947 shares owned by his
spouse.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF CVS CORPORATION
[PHOTO] - Chairman and Chief Executive Officer of CVS Corporation
THOMAS M. RYAN since 1999, President and Chief Executive Officer from 1998
Age 47 to 1999, President and Chief Executive Officer of CVS
Director of the Pharmacy, Inc. from 1994 until 1998
Corporation - OTHER PUBLIC COMPANY DIRECTORSHIPS: CVS Corporation and
since 1997 Reebok International, Ltd.
Shares: 5,803(24) - CURRENT COMMITTEES: Risk Management
(24) In addition to shares directly held, includes 4,303
stock units held under the Directors' Plan and 500 shares
owned by his spouse.
</TABLE>
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CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS
MEETINGS AND COMMITTEES
During 1999, the Board met ten times. The Board has an Executive Committee, an
Audit Committee, a Community Investment and Public Policy Committee, a Human
Resources and Board Governance Committee, and a Risk Management Committee, the
members of which are appointed each year. Each member of the Executive, Audit,
Community Investment and Public Policy, and Risk Management Committees of the
Corporation is also a member of the corresponding committee of the Bank. No
member of the Audit, Human Resources and Board Governance or Risk Management
Committee is an employee of the Corporation or its subsidiaries. In addition to
the Committees noted above, the Bank has a Trust Committee.
The Executive Committee may, during the interval between Board meetings,
exercise all of the authority of the Board, except those powers that are
expressly reserved to the Board under law or the Corporation's By-Laws. The
members of the Executive Committee are also members of the Executive Committee
of the Bank and their meetings, when held, are held jointly. The Executive
Committee did not meet in 1999.
The Audit Committee oversees the scope of the Corporation's internal auditing,
the independence of the outside accountants, the adequacy of the Corporation's
system of internal controls and procedures, and the adequacy of management's
action with respect to recommendations made by the Corporation's auditors. The
Audit Committee also oversees the Corporation's regulatory compliance. The
functions of the Audit Committee also include recommending the appointment of
the Corporation's independent accountants, overseeing the duties of the
Director, Corporate Audit and his or her staff and initiating and supervising
examinations of the financial statements or activities of the Corporation. The
Audit Committee also receives reports on bank regulatory examinations of the
Corporation and its subsidiaries and reports of the Director, Corporate Audit
regarding his or her program of continuous financial or operational audits of
the Corporation and its subsidiaries. The members of the Corporation's Audit
Committee are also members of the Audit Committee of the Bank and customarily
hold joint meetings of both Committees. The Audit Committee of the Corporation
held four meetings in 1999.
The Human Resources and Board Governance Committee is responsible for overseeing
human resources policies and systems, compensation and benefit plans (including
management bonuses and equity-based awards), senior officer appointments, and
succession planning. The Committee approves, or recommends to the Board for its
approval, the compensation of top executives of the Corporation, and discharges
duties under various benefit and incentive compensation plans for the
Corporation. The Committee is also responsible for establishing guidelines for
Board composition and Director qualifications and periodically assessing the
effectiveness of the Board and its committees. In 1999, the Human Resources and
Board Governance Committee held five meetings.
The Risk Management Committee is responsible for oversight of certain corporate
risk areas, including loan review, credit administration and asset and liability
management. The members of the Corporation's Risk Management Committee are also
members of the Risk Management Committee of the Bank and customarily hold joint
meetings of both Committees. The Risk Management Committee held four meetings in
1999.
The Community Investment and Public Policy Committee is responsible for
reviewing management's policies, practices and performance related to work force
diversity, community affairs activities, charitable contributions, compliance
with the Community Reinvestment Act and certain other related consumer laws and
regulations. The members of the Community Investment and Public Policy Committee
are also members of the Community Investment and Public Policy Committee of the
Bank and customarily hold joint meetings of both Committees. The Community
Investment and Public Policy Committee held one meeting in 1999.
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The functions of the Trust Committee of the Bank include reviewing and approving
general policies pertaining to the exercise of fiduciary powers by the Bank and
overseeing the exercise of the Bank's fiduciary powers and policies. Prior to
the establishment of the Trust Committee in October, 1999, the Bank monitored
these areas through the Risk Management Committee. The Bank's Trust Committee
did not meet in 1999.
The Board has no standing nominating committee. The Board as a whole reviews the
qualifications of nominee Directors and recommends to the stockholders the
election of the Corporation's Directors. A stockholder may nominate a person for
election as a Director by complying with Section 3.15 of the Corporation
By-Laws, which provides that advance notice of a nomination must be delivered to
the Corporation and must contain the name and certain information concerning the
nominee and the stockholders who support the nominee's election. A copy of this
By-Law provision may be obtained by writing to William C. Mutterperl, Secretary
of the Corporation, One Federal Street, Boston, Massachusetts 02110. In
accordance with the terms of their 1999 employment agreements, discussed later
in this Proxy Statement, the Corporation has agreed to support the election and
re-election to the Board of Messrs. Gifford, Meirelles and Higgins during the
period specified in their agreements. Under the terms of Mr. Alvord's 1995
employment agreement, the Corporation will support Mr. Alvord's election and
re-election to the Board until Mr. Alvord reaches age 65, and Mr. Alvord will
serve until his 65th birthday as Chairman of the Executive Committee of the
Board or in such other capacity as the Corporation and Mr. Alvord shall agree.
In 1999, all Board members attended more than 75% of the aggregate of the
meetings of the Board and its Committees on which they served except for
Mr. Burnham who attended two of the three (67%) meetings held after he became a
Director of the Corporation.
COMPENSATION OF DIRECTORS
ANNUAL RETAINER AND MEETING FEES. For their service on the Board, Directors
(other than Messrs. Murray, Gifford, Higgins, Meirelles and Quick) receive an
annual retainer of $50,000, plus $1,500 for each Board meeting attended and
$1,000 for each telephonic meeting attended. Committee members receive $1,000
per Committee meeting attended and $750 for each telephonic meeting attended,
and each Committee Chairman is paid an additional $7,000 per year. Meeting fees
are not paid to Directors who are officers of the Corporation or one of its
subsidiaries.
DIRECTOR DEFERRED COMPENSATION AND STOCK UNIT PLAN (the "DIRECTORS' PLAN"). The
Directors' Plan is designed to link the Directors' compensation more closely
with the interests of stockholders. Pursuant to the Directors' Plan, each non-
employee Director receives an annual award of stock units equal to 60% of the
annual retainer (currently $30,000). The stock units are payable in shares of
Common Stock following termination of service as a Director, and replace any
additional benefit accruals under the retirement plans previously maintained.
All of the current Directors who were in office on April 15, 1998 when the
Directors' Plan was adopted chose to convert the present value of their accrued
retirement plan benefits into stock units based on the fair market value of the
Common Stock on that date. In addition, the Directors' Plan requires the
mandatory deferral of 50% of each Director's annual retainer into stock units.
Directors also may elect to defer all or a portion of their remaining annual
retainer and meeting fees into stock units or a fixed rate account, or a
combination of the two.
RETIREMENT PLAN. The Corporation previously maintained a retirement plan for
its non-employee Directors. Under this plan, a Director became eligible for
benefits after he or she served on the Board for at least five years. The plan
provided the participant a maximum retirement benefit of $200,000 after
10 years of service. All current Directors participating in this plan converted
their accumulated balances into stock units under the Directors' Plan described
above, based on the fair market value of the Common Stock on April 15, 1998.
ASSUMED PLANS. In connection with the BankBoston, Shawmut and Norstar Bancorp,
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Inc. transactions, the Corporation has assumed certain benefit plans applicable
to former Directors of such entities who joined the Board of the Corporation. No
future awards are made under these plans. In general, the Directors eligible for
accrued but unpaid benefits under these plans have converted the present value
of their accrued benefits into stock units under the Directors' Plan described
above.
BANKBOSTON PROGRAMS. In connection with the BankBoston merger, the Corporation
assumed three BankBoston Director plans. Under the BKB Director Stock Award
Plan, each non-employee Director received awards of common stock which they
could elect to defer for the following calendar year. The number of shares
deferred, together with dividend equivalents, were credited to a share deferral
account established for each Director. In connection with the merger, these
deferred shares were converted into stock units that are payable in shares of
the Corporation's Common Stock under the terms of the BKB Director Stock Award
Plan.
The BKB Exchange Program was established in 1997 so that Directors could
convert accrued retirement benefits into deferred or restricted stock of
BankBoston. All of the Directors elected to convert their accrued benefits to
deferred or restricted shares. In connection with the merger, the deferred
shares were converted into stock units that are payable in shares of the
Corporation's Common Stock under the terms of the BKB Exchange Program.
The BKB Director Stock Option Plan provided for an annual grant of options
to each non-employee Director immediately following each annual stockholders'
meeting. In connection with the merger, these options were converted into
options for the Corporation's Common Stock.
SHAWMUT PROGRAMS. In connection with the Shawmut merger, the Corporation
assumed the Shawmut 1989 Non-Employee Directors' Restricted Stock Plan (the
"Shawmut Restricted Stock Plan"). In assuming the Shawmut Restricted Stock Plan,
the Board prohibited any future awards under the plan. The terms of the plan
continue to apply to any outstanding shares of the Corporation's restricted
stock held by former Shawmut Directors continuing on the Corporation's Board.
In connection with the Shawmut merger, the Corporation also assumed obligations
under an irrevocable trust agreement which holds life insurance policies on the
lives of the members of the former Shawmut Board, and cash sufficient to cover
future premium costs. The policies fund a charitable giving program under which
the eligible Directors are permitted to recommend up to four tax-exempt
charities to receive contributions. Upon a Director's death, annual
contributions will be made for a period of ten years to the tax-exempt charity
or charities recommended by that Director; the amount of the annual
contribution, in the aggregate, will be $100,000 ($1 million over ten years).
Directors derive no financial benefit from the program. The current Directors of
the Corporation eligible for this program are Messrs. Alvord, Collins and
Tregurtha.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Shares owned by the Director nominees and the Directors whose terms of office
expire in 2001 and 2002, including Messrs. Murray, Gifford, Higgins and
Meirelles are described above under "Election of Directors." As of February 29,
2000, Mr. Sarles beneficially owned 1,134,306 shares. Mr. Sarles' shares include
539,334 shares, which he has a right to acquire within 60 days under the
Corporation's long-term incentive plans, 267,500 restricted shares acquired
under the Corporation's long-term incentive plans and as to which he has sole
voting but no investment authority, and 400 shares owned by his children. As of
February 29, 2000, current Directors and executive officers, in the aggregate,
beneficially owned 2.07% of the issued and outstanding shares of the
Corporation's Common Stock. The number of shares of the Corporation's Common
Stock beneficially owned by each Director or Named Executive Officer does not
equal or exceed 1% of the outstanding shares of the Corporation's Common Stock.
No Director or executive officer of the Corporation beneficially owns any other
equity security of the Corporation.
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HUMAN RESOURCES AND BOARD GOVERNANCE COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Human Resources and Board Governance Committee (the "Committee") is composed
entirely of six non-employee members of the Board who initiate all compensation
actions regarding the Chief Executive Officer ("CEO") and review and approve the
compensation for all executive officers. The Committee has prepared the
following statement for inclusion in this Proxy Statement:
COMPENSATION PHILOSOPHY
This report reflects the Corporation's compensation philosophy and describes
the actions taken by the Corporation for 1999, as shown in the various tables
supporting this report. The Corporation has designed its executive compensation
program to:
- - motivate key executives to achieve strategic business initiatives and to
reward executives for their achievement;
- - place considerable emphasis on variable compensation in the form of
performance-based bonuses and equity awards and to support a
pay-for-performance policy that differentiates compensation amounts based on a
discretionary evaluation of performance results in three areas: corporate,
business unit and individual performance;
- - provide compensation opportunities that are comparable to those offered by
peer organizations in order to allow the Corporation to compete for and retain
talented executives who are critical to the Corporation's long-term success;
and
- - align the interests of executives with the long-term interests of stockholders
through award opportunities that can increase the executives' ownership of the
Corporation's Common Stock.
The Corporation's goal is to ensure a pay-for-performance policy where over 90%
of the total compensation opportunity for the CEO and the four other most highly
compensated officers identified in the Summary Compensation Table (the "Named
Executive Officers"), and a significant portion for other senior executives, is
in at-risk annual bonus and equity-based compensation. For 1999, the Corporation
targeted compensation, including base salary, annual and long-term incentive
compensation and total compensation, for the Named Executive Officers and other
senior executives to be between the median and 75(th) percentile of compensation
paid to the executives in comparable positions at the comparator banks for the
following reasons:
- - to recognize the significant achievement of bringing the Corporation and
BankBoston together;
- - to recognize the overall strong performance of the organization; and
- - to motivate and reward executives for long-term success (a large part of the
compensation is in the form of restricted stock and stock options, the value
of which is linked to the future performance of the Corporation).
For the Named Executive Officers, the comparator banks are those domestic banks
with assets of at least $100 billion (the "Peer Group"). The Peer Group is the
group reflected in the Stock Performance Graph as the Top 7 Banks Peer Group.
Prior to its merger with BankBoston, the Corporation had considered as its peer
group the 14 largest (as determined by asset size) domestic banks and that group
is also reflected on the Stock Performance Graph. The Committee believes that
the new Peer Group is more representative of the Corporation's size, scope and
product set and is a more appropriate benchmark for market competitiveness.
Annually, the Corporation participates in several compensation studies to
determine the competitiveness of its compensation program for all executives.
Participants in these surveys include other large banking and financial services
institutions with significant international, corporate and investment banking
businesses, as well as large regional banking organizations. Currently,
executive compensation is composed of salary, annual incentive opportunities,
long-term incentive
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opportunities in the form of stock options and restricted stock, and benefits
typically offered to executives by the Peer Group. These key elements are
designed to provide a competitive, well-balanced total compensation program,
which is supportive of the Corporation's strategies, including the Corporation's
objective of seeking deductibility for compensation costs related to its Named
Executive Officers to the extent permitted under Section 162(m) of the Internal
Revenue Code.
BASE SALARY
The purpose of base salary is to provide a basic level of income that
recognizes the market value of the position, as well as the individual's
performance and experience. Salary adjustments provided to key executives were
given based on their personal contributions to business unit and corporate
results, their actual salaries relative to the median for comparable positions
in the appropriate peer group, and the Corporation's overall salary budget for
the year. Additionally, with respect to Messrs. Gifford, Higgins and Meirelles,
salary adjustments (as well as other compensation, including stock awards and
annual bonuses) were based on the provisions of their employment agreements
entered into as a result of the merger of BankBoston and the Corporation (those
agreements are discussed later in this Proxy Statement). No specific weighting
is applied, as all of these factors are important. The Committee believes that
the salaries for 1999 are consistent with competitive practice.
ANNUAL INCENTIVE
The Corporation's executive bonus plans support the objective of paying for
performance that increases stockholder value by providing for bonuses under the
plans only if the Corporation achieves specified targets of Return on Equity
(ROE) and net income.
(1) NAMED EXECUTIVE OFFICER (NEO) BONUS PLAN. The NEO Bonus Plan permits
the Committee to award bonuses to the Named Executive Officers only if certain
performance goals related to net income and ROE are achieved for a particular
year. On the basis of the Corporation's performance in 1999, the maximum bonus
award allowed under the plan to the CEO and to each of the other Named Executive
Officers is $7.98 million. The Committee has the discretion to decrease (but not
to increase) the bonus amount.
(2) MANAGEMENT BONUS PLAN. The purpose of the Management Bonus Plan, in
which the Corporation's executive officers (except for the Named Executive
Officers) participate, is to reward and motivate them for the achievement of
important business objectives in a given year. The plan provides for a bonus
pool that is based on the Corporation's performance in achieving pre-established
target levels of ROE (50% of the bonus pool) and net income (20% of the bonus
pool). The remaining 30% of the bonus pool is available to account for
extraordinary events, measures not specifically reflected in ROE and net income,
and individual performance.
LONG-TERM STOCK INCENTIVE
The purpose of long-term stock incentive awards is to engender significant
ownership of the Corporation's Common Stock by key officers and employees. This
approach aligns the interests of executives with the interests of stockholders
and provides a focus on the achievement of future long-term results. In granting
stock awards to the Named Executive Officers, the Committee took into account
the executive's level of responsibility and the practices in the Peer Group. The
Committee did not consider the amount of stock options or restricted stock
already held by the executive when it granted individual stock awards in 1999.
Stock options are awarded at the fair market value on the date of the grant, so
that the gains for the executive officers are comparable to those of a
stockholder purchasing a share of Common Stock on the same date. Generally,
options vest in one-third increments, beginning on the first anniversary of the
date of the grant, and expire 10 years from the date of the grant.
In October 1999, the Committee awarded performance-based restricted stock under
the Corporation's 1996 Long-Term Incentive Plan (the "1996 Plan") to several
executive officers, including the CEO and the other Named Executive Officers.
The awards are designed to further
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reinforce the Corporation's philosophy of promoting stockholder value and
earnings growth. Accordingly, the vesting of shares of restricted stock is
dependent on the achievement of certain return on assets (ROA), ROE or cost
savings targets (see footnote 3, Summary Compensation Table). In order to retain
certain other executives who are considered critical to the long-term success of
the company, the Corporation also awarded them restricted stock that vests over
a specified time period.
CEO COMPENSATION
In 1999, the Corporation's most highly compensated Named Executive Officer was
Terrence Murray, Chairman and Chief Executive Officer. The Committee established
certain quantitative and qualitative goals for 1999 and the achievement of these
goals, as well as the development and execution of business objectives,
including the strategic merger with BankBoston, provided the basis for the bonus
awarded to Mr. Murray. In its review of Mr. Murray's performance, the Committee
determined that he met or exceeded all critical objectives in 1999.
Mr. Murray's compensation for 1999 included a base salary at the same level as
in effect since 1994 and a bonus in the amount of $4,000,000. The Committee
exercised its judgment in determining the amount of Mr. Murray's award and
considered primarily:
- - the strategic merger with BankBoston, including integration efforts to date,
making the Corporation the eighth largest banking organization in the country
and positioning it as an important player in the global financial services
market;
- - the successful integration of two major acquisitions, Sanwa Business Credit
and Merrill Lynch Specialists, each of which made significant contributions to
the Corporation's earnings and diversified business strategy;
- - the execution of the Corporation's business strategies as they relate to
overall management, products and systems;
- - the Corporation's overall performance as it relates to financial goals,
including ROE, net income and ROA, each of which reflects strong performance,
and growth in fee income, which improved the Corporation's revenue mix;
- - continued progress toward the Corporation's diversity goals; and
- - the level of compensation being paid to executives, including the CEOs, with
comparable responsibilities within the Peer Group.
Mr. Murray was not present during Committee or Board discussions concerning his
compensation. The Committee's decision was unanimously endorsed by the Board.
Mr. Murray was awarded 400,000 shares of performance-based restricted stock
under the 1996 Plan (see discussion above). The Committee's decisions with
respect to this award followed the same principles as those described for the
Named Executive Officers generally.
The Committee believes that Mr. Murray's total compensation package for 1999,
including his base salary and annual and long-term incentive awards, will be
between the median and 75(th) percentile of the total compensation in the Peer
Group, based on data obtained via surveys and outside consultants.
Submitted by the members of the Human Resources and Board Governance Committee.
<TABLE>
<S> <C>
James F. Hardymon (Chairman) Gary L. Countryman
John T. Collins Robert M. Kavner
William F. Connell Thomas J. May
February 16, 2000
</TABLE>
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STOCK PERFORMANCE GRAPH
The Stock Performance Graph compares the yearly change in the cumulative total
stockholder return on the Common Stock against the cumulative total return of
the S&P 500 Stock Index, the Top 7 Banks Peer Group and the Top 14 Banks Peer
Group, for the five-year period from December 31, 1994 through December 31,
1999.
The graph assumes that $100 was invested in the Common Stock and the indices on
December 31, 1994, and that all dividends were reinvested. The Corporation's Top
7 Banks Peer Group consists of the top 7 (based on asset size) domestic banks,
for the fiscal year ending December 31, 1999. The financial institutions that
comprise this group are: Citigroup Inc., BankAmerica Corporation, The Chase
Manhattan Corporation, First Union Corporation, Bank One Corporation, J.P.
Morgan & Co. Incorporated, and Wells Fargo & Company. Previously, the
Corporation used the Top 14 Banks Peer Group for comparison purposes.
Information on both groups is presented in this year's Stock Performance Graph
for your reference. The Top 14 Banks Peer Group consists of the top 14 (based on
asset size) domestic banks, excluding the Corporation, for the fiscal year
ending December 31, 1999.
The financial institutions that comprise this group include the seven banks
noted above as well as U.S. Bancorp, SunTrust Banks, Inc., PNC Bank Corp.,
National City Corporation, KeyCorp, Firstar Corporation and The Bank of New York
Company, Inc. The returns of each of these corporations have been weighted
according to their market capitalization at the beginning of each year
presented.
TOTAL RETURN PERFORMANCE
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
INDEX VALUE
<S> <C> <C> <C> <C>
Fleet Boston Corporation S&P 500 Top 7 Banks Peer Group Top 14 Banks Peer Group
12/31/94 $100.00 100.00 100.00 100.00
12/31/95 $131.77 137.58 154.48 154.56
12/31/96 $167.56 169.03 217.44 216.68
12/31/97 $259.80 225.44 317.39 321.88
12/31/98 $317.08 289.79 333.94 346.75
12/31/99 $253.90 350.50 357.20 347.30
</TABLE>
19
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
Except as otherwise noted, the following table shows compensation paid by the
Corporation for the last three fiscal years to the Named Executive Officers.
With respect to salary for 1999 for Messrs. Gifford and Meirelles, the amount
shown includes salary paid by the Corporation following the merger, as well as
salary paid by BankBoston prior to the merger. The remaining information
presented with respect to Messrs. Gifford and Meirelles reflects compensation
paid solely by the Corporation following the merger.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------------------------------------
AWARDS
ANNUAL -----------------------------------------------------------------
COMPENSATION RESTRICTED SECURITIES
----------------- OTHER ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2)(3) (#) ($)(4)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Terrence Murray .................... 1999 $992,200 $4,000,000 $74,057 $14,800,000 -- $309,177
Chairman and Chief Executive 1998 992,200 3,400,000 87,161 4,898,438 -- 292,958
Officer 1997 992,200 2,800,000 -- 1,980,000 2,000,000(5) 242,615
Charles K. Gifford ................. 1999 873,349 3,600,000 -- 11,100,000 300,000 --
President and Chief Operating
Officer
Robert J. Higgins .................. 1999 726,924 2,800,000 -- 11,100,000 200,000 201,806
President of Commercial & Retail 1998 653,800 1,500,000 -- 2,743,125 180,000 227,238
Banking 1997 600,000 1,250,000 -- 990,000 160,000 151,281
Henrique de Campos Meirelles ....... 1999 703,461 2,800,000 -- 11,100,000 200,000 --
President of Global Banking &
Financial Services
H. Jay Sarles ...................... 1999 572,000 2,400,000 -- 8,880,000 175,000 227,875
Vice Chairman, National Financial 1998 525,000 1,300,000 -- 2,351,250 160,000 251,211
Services and Chief Administrative 1997 525,000 1,100,000 -- 990,000 150,000 166,684
Officer
</TABLE>
- ------------------------
(1) During the years covered by the table, none of the Named Executive Officers,
except for Mr. Murray, received perquisites and other personal benefits from
the Corporation in an amount sufficient to require reporting under SEC
rules. The amounts shown for Mr. Murray in 1999 and 1998, include $53,800
and $47,900, respectively, related to tax preparation and financial planning
services.
(2) The values shown in the table are based on the closing price of Common Stock
on the date of each grant, rather than the December 31, 1999 closing price.
(3) In October 1999, the Corporation awarded performance-based restricted stock
to the Named Executive Officers under the 1996 Plan. The restrictions will
lapse over time if either ROA, ROE or cost savings achieved as a result of
the merger of the Corporation and BankBoston exceed thresholds established
by the Human Resources and Board Governance Committee. To the extent that
these corporate performance goals are met, the Named Executive Officers have
vested or will vest in a percentage of the shares awarded as follows: 1/6 on
December 31, 1999; 1/3 on each of December 31, 2000 and December 31, 2001;
and 1/6 on December 31, 2002. The amount and 1999 year-end value of the
performance-based restricted stock awarded in 1999 under the 1996 Plan are:
Mr. Murray, 400,000 shares and $13,925,000; Messrs. Gifford, Higgins, and
Meirelles each 300,000 shares and $10,443,750, and Mr. Sarles, 240,000
shares and $8,355,000. The 1999 year-end value for each award is based on
the December 31, 1999 closing price of Common Stock ($34.8125). Dividends
are paid on the awards if, and to the extent, dividends are paid on Common
Stock generally. If a change in control of the Corporation were to occur,
the restricted stock awards would immediately vest in full.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
20
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
(4) The 1999 amounts for the Named Executive Officers include:
(a) contributions by the Corporation under the Corporation's Savings Plan,
and any amounts accrued under the Corporation's Executive Supplemental Plan:
Mr. Murray, $59,540; Mr. Higgins, $43,607; and Mr. Sarles, $34,334;
(b) executive group term life insurance premiums paid by the Corporation on
behalf of the following Named Executive Officers: Mr. Murray, $54,312;
Mr. Higgins, $15,212; and Mr. Sarles, $11,409 and (c) excess interest on
deferred compensation: Mr. Murray, $195,325; Mr. Higgins, $142,987; and
Mr. Sarles, $182,132.
(5) In 1997, the Corporation entered into an agreement with Mr. Murray pursuant
to which he was awarded 1,650,000 retirement stock units (post stock split).
The units were granted at the fair market value of the Common Stock on the
award date and will vest if Mr. Murray remains an employee of the
Corporation through August 1, 2001, and earlier under certain circumstances
(including, without limitation, upon a change in control of the
Corporation). The units represent the right to receive a cash payment upon
exercise in an amount per unit equal to any appreciation in the value of the
Common Stock between the grant date and the exercise date. The agreement was
amended on January 25, 2000 to extend the post-termination exercise period
from one year to three years. The stock units were in addition to 350,000
stock options awarded to Mr. Murray in October 1997.
OPTION GRANTS IN 1999
The following table contains information concerning the grant of stock options
made during the fiscal year ended December 31, 1999 to the Named Executive
Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
NAME (#)(1) 1999(2) ($/SH) DATE ($)(3)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Terrence Murray................. 0 0% -- -- --
Charles K. Gifford.............. 300,000(4) 1.89% $36.38 9/30/2009 $2,856,000
Robert J. Higgins............... 200,000 1.26% 36.38 9/30/2009 $1,904,000
Henrique C. Meirelles........... 200,000(4) 1.26% 36.38 9/30/2009 $1,904,000
H. Jay Sarles................... 175,000 1.10% 37.03 10/18/2009 $1,666,000
</TABLE>
- ------------------------
(1) Stock options were granted on October 1, 1999 to Messrs. Gifford, Higgins
and Meirelles and on October 19, 1999 to Mr. Sarles under the 1992 Plan. The
options first become exercisable in annual one-third installments, beginning
one year from the grant date, and have a ten-year term. If a change in
control of the Corporation were to occur, the options would become
immediately exercisable in full. These options are transferable to immediate
family members and to trusts, partnerships, limited liability companies and
other entities for the benefit of immediate family members.
(2) The percentages in the table for the stock options granted in 1999 are based
on a total of 15,910,905 stock options granted in 1999 to employees of the
Corporation, all of which were granted on the same material terms described
in footnote (1), except that only options granted to executive officers are
transferable.
(3) The grant date present values shown in the table for the stock options are
determined using the Black-Scholes option pricing model. The assumptions
used in calculating the Black-Scholes present value of approximately $9.52
per option for new option grants were as follows: (a) a risk-free interest
rate of 6% (based on the yield on a U.S. Treasury security with a maturity
approximating the expected life of the options); (b) a dividend yield of 3%;
(c) volatility of the Common Stock of 28% (based on the daily Common Stock
price for the five years prior to the option grant); and (d) an average
option term of five years (representing the average historical period of
time from grant date to exercise).
The Black-Scholes option pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are
fully transferable. In addition, option pricing models require the use of
highly subjective assumptions, including the expected stock price
volatility. Because the Corporation's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective assumptions can materially affect the fair
value estimates, the Black-Scholes model does not necessarily provide a
reliable single measure of the fair value of the Corporation's employee
stock options. The amount realized from an employee stock option ultimately
depends on the market value of the Common Stock on the date of exercise.
(4) These numbers do not reflect options granted to Messrs. Gifford and
Meirelles in 1999 by BankBoston prior to the merger with the Corporation.
Those BankBoston options were converted into options for the Corporation's
Common Stock in connection with the merger and are reflected in the
"Aggregated Option Exercises in 1999 and Year-End Option Values" table.
21
<PAGE>
AGGREGATED OPTION EXERCISES IN 1999 AND
YEAR-END OPTION VALUES
The following table contains information for the Named Executive Officers
concerning the exercise of options during the fiscal year ended December 31,
1999 and unexercised options held as of the end of the 1999 fiscal year. With
respect to Messrs. Gifford and Meirelles, the information presented does not
include any option exercises that occurred prior to the merger of the
Corporation and BankBoston.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
VALUE YEAR-END (#)(1) YEAR-END ($)(2)(3)
SHARES ACQUIRED REALIZED --------------------------- ---------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Terrence Murray............... 0 $0 1,153,333 176,667 $13,933,416 $1,069,309
Charles K. Gifford............ 0 0 1,061,309 300,000 4,671,707 0
Robert J. Higgins............. 0 0 565,667 397,333 6,177,321 440,406
Henrique C. Meirelles......... 0 0 689,248 200,000 1,873,261 0
H. Jay Sarles................. 0 0 539,334 355,666 5,896,935 434,065
</TABLE>
- ------------------------
(1) With respect to Messrs. Gifford and Meirelles, the options shown as
exercisable reflect options received from BankBoston prior to the merger
with the Corporation, which were converted into options for the
Corporation's Common Stock in connection with the merger.
(2) Values are based on the fair market value of the Common Stock on
December 31, 1999 ($34.8125), minus the grant price.
(3) The value of unexercised in-the-money stock options at December 31, 1999 is
presented to comply with SEC regulations. The actual amount realized upon
any exercise of stock options will depend upon the excess of the fair market
value of the Common Stock over the grant price at the time the stock option
is exercised. There is no assurance that the values of unexercised stock
options reflected in this table will be realized.
RETIREMENT BENEFITS
The following table shows the estimated annual pension benefits payable at
normal retirement to a participant in certain of the Corporation's qualified and
nonqualified defined benefit plans.
PENSION TABLE (1)
<TABLE>
<CAPTION>
FINAL
AVERAGE 5 YEARS 10 YEARS 20 YEARS 25 YEARS 30 YEARS
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
- --------------------- -------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$3,000,000 $298,760 $ 597,521 $1,195,041 $1,493,801 $1,792,562
3,500,000 348,760 697,521 1,395,041 1,743,801 2,092,562
4,000,000 398,760 797,521 1,595,041 1,993,801 2,392,562
4,500,000 448,760 897,521 1,795,041 2,243,801 2,692,562
5,000,000 498,760 997,521 1,995,041 2,493,801 2,992,562
5,500,000 548,760 1,097,521 2,195,041 2,743,801 3,292,562
6,000,000 598,760 1,197,521 2,395,041 2,993,801 3,592,562
</TABLE>
- ------------------------------
(1) The table sets forth the combined benefits as of December 31, 1999 payable
under the Corporation's Pension Plan, Retirement Income Assurance Plan and
Supplemental Executive Retirement Plan (collectively the "Corporation's
Pension Plan").
A participant's "Final Average Compensation" means the average annual
compensation during the 60 consecutive calendar months in the last 120 calendar
months of a participant's employment in which the sum of the participant's
salary, plus short-term bonuses paid by the Corporation after 1993, was the
highest.
22
<PAGE>
The table describes the annual benefit payable as a single life annuity
beginning at age 65. The benefits shown in the table are not subject to any
deduction for Social Security or other offset amounts. In general, the annual
benefit at age 65 is calculated as the sum of 1.25% of Final Average
Compensation up to the Integration Level (as specified below) and 2% of Final
Average Compensation in excess of the Integration Level, for each year of
service up to 30. For 1999, the Integration Level equaled $33,060. The
Integration Level will increase in future years based on the maximum amount of
wages subject to Social Security taxes.
The "salary" and "bonus" used to determine a participant's Final Average
Compensation are the same as the "Salary" and "Bonus" reported in the Summary
Compensation Table. For purposes of the Corporation's Pension Plan, the years of
service as of December 31, 1999 were: Mr. Murray, 30 years, Mr. Higgins, 28
years and Mr. Sarles, 30 years. The retirement benefits applicable to Messrs.
Gifford and Meirelles are governed by the terms of their employment agreements,
described in the section "Severance Agreements and Employment Agreements" below.
The employment agreements provide that Messrs. Gifford and Meirelles will
continue to participate in BankBoston's supplemental retirement plans, or any
successor thereto, or if more favorable to them, in the Corporation's
supplemental retirement plans, with credit thereunder for their years of service
with BankBoston. Under their employment agreements, Messrs. Gifford and
Meirelles are entitled to a total minimum annual pension benefit of $1,250,000
and $750,000, respectively. As of December 31, 1999, for purposes of
BankBoston's plans, Mr. Gifford had 33 years of service and Mr. Meirelles had 25
years of service with three years of participation in those plans.
SUPPLEMENTAL DEATH BENEFIT
Under an executive life insurance plan adopted by BankBoston's lead bank in the
1980's, certain of its then senior executives were provided with post-retirement
death benefits of up to $1,000,000, increased for tax liability. In order to
receive this full supplemental benefit, an executive must have 10 years of
service and retire after age 62. The benefit is reduced to 90% if retirement
occurs at age 61, and to 80% at age 60. If retirement occurs before age 60,
there is no supplemental benefit. Mr. Gifford is the only former BankBoston
executive still eligible to receive this benefit.
SEVERANCE AGREEMENTS AND EMPLOYMENT AGREEMENTS
SEVERANCE AGREEMENTS. Severance agreements are in effect between the Corporation
and each of the Named Executive Officers. The agreements are intended to
encourage the executives to continue to carry on their duties in the event of a
change in control of the Corporation. Under the terms of these agreements, if
termination of an executive's employment occurs within the two-year period
following a change in control of the Corporation and such termination is by the
Corporation (or its successor) other than for "cause" or by the executive for
"good reason" (each as defined in the agreement), each executive will be
entitled to receive, among other things: (i) the executive's accrued salary;
(ii) a pro rata portion of his highest annual bonus; and (iii) an amount equal
to the sum of annual base salary and highest annual bonus, multiplied by three.
The severance agreements confer no benefits prior to a change in control. In the
event that any payments received by the executives in connection with a change
in control are subject to the excise tax imposed upon certain change in control
payments under federal tax laws, the agreements provide for an additional
payment sufficient to restore the executive to the same after-tax position he
would have been in if the excise tax had not been imposed. However, if, after
receiving the full change in control payments and excise tax payment, the Named
Executive Officer would not receive a net after tax benefit of at least $50,000,
then no additional payment will be made with respect to the excise tax. In that
case, the change in control payments hereunder will be reduced to an amount
necessary to prevent the application of the excise tax.
23
<PAGE>
Any severance benefits payable to Messrs. Gifford, Higgins and Meirelles under
the severance agreements would be offset by certain payments, under their
employment agreements.
EMPLOYMENT AGREEMENTS. Messrs. Gifford, Higgins and Meirelles have employment
agreements with the Corporation. Mr. Gifford's employment agreement provides
that on the earlier of January 1, 2002 or the date on which Mr. Murray ceases to
be Chief Executive Officer, Mr. Gifford will become the Chief Executive Officer
of the Corporation. The agreement further provides that on the earlier of
January 1, 2003 or the date on which Mr. Murray ceases to be the Chairman,
Mr. Gifford will become the Chairman of the Corporation. If the Corporation
fails to fulfill either of its obligations, the Corporation will contribute the
sum of $15,000,000, less applicable taxes, to a charitable foundation as
directed by Mr. Gifford.
During his employment term, while Mr. Gifford is President and Chief Operating
Officer, he is to be paid an annual base salary of not less than the annual base
salary paid to Mr. Murray and an annual bonus of not less than 90% of the annual
bonus awarded to Mr. Murray. During the period that Mr. Gifford is Chief
Executive Officer of the Corporation, but prior to his becoming its Chairman, he
will be entitled to an annual bonus as determined by the Board or the Human
Resources and Board Governance Committee, but in no event will the bonus be in
an amount less than 10/9ths of the annual bonus paid to Mr. Murray during this
period.
Under Mr. Gifford's employment agreement, he was granted 300,000 restricted
shares of Common Stock upon the consummation of the merger. The restrictions
with respect to the restricted shares lapsed or will lapse as follows, subject
to the attainment of certain corporate performance goals: 1/6 on December 31,
1999; 1/3 on each of December 31, 2000 and December 31, 2001; and 1/6 on
December 31, 2002. Mr. Gifford has directed that 75,000 shares of his restricted
stock award, less the number of shares necessary to pay applicable taxes, be
donated to a charitable foundation of his choice.
In addition, under Mr. Gifford's employment agreement, he was granted upon the
consummation of the merger, and will be granted on each of the first two
anniversaries of the merger, a nonqualified option to purchase 300,000 shares of
Common Stock. In each case, the exercise price per share was or will be equal to
the fair market value per share of the Common Stock on the date of grant. The
shares subject to each option grant are exercisable as determined by the Board
or the Human Resources and Board Governance Committee, but no later than in
equal installments on the first, second and third anniversaries of the date of
grant.
The employment agreement for Mr. Gifford also provides that, in addition to
participation in all other employee and fringe benefits, other than split dollar
insurance, on a basis not less favorable than Mr. Murray, Mr. Gifford is
entitled to an annual defined benefit retirement income (the "SERP benefit")
upon his termination of employment. The SERP benefit will be not less than
$1.25 million, reduced by any other qualified and nonqualified defined benefit
retirement income, but will not be reduced for early retirement. The SERP
benefit also provides for an annual defined benefit retirement income payable to
Mr. Gifford's surviving spouse, during her lifetime, equal to 75% of such
amount. Approximately three-quarters of Mr. Gifford's SERP benefit is
attributable to pre-existing qualified and nonqualified retirement plans of
BankBoston.
Under the agreements for Messrs. Higgins and Meirelles, each receives during his
employment term an annual base salary of $800,000 and an annual bonus of not
less than 70% of the annual bonus awarded to the Chief Executive Officer.
Pursuant to their agreements, Messrs. Higgins and Meirelles were each granted an
award of 300,000 restricted shares of Common Stock of the Corporation upon the
consummation of the merger. The restrictions with respect to the restricted
shares lapsed or will lapse on the same schedule as discussed above for
Mr. Gifford.
In accordance with their agreements, Messrs. Higgins and Meirelles were each
granted upon the consummation of the merger, and will be granted on each of the
first two anniversaries
24
<PAGE>
of the merger, a nonqualified option to purchase 200,000 shares of Common Stock.
In each case, the exercise price per share was or will be equal to the fair
market value per share of the Common Stock on the date of grant. The shares
subject to each option grant are exercisable as determined by the Board or the
Human Resources and Board Governance Committee, but no later than in equal
installments on the first, second and third anniversaries of the date of grant.
Mr. Meirelles is entitled, under the terms of his agreement, to participate in
all other employee and fringe benefits on a basis not less favorable than other
similarly situated executives (provided that specified current fringe benefits
will be continued) including a SERP benefit. The SERP benefit will be not less
than $750,000, reduced by any other qualified and nonqualified defined benefit
retirement income, but will not be reduced for early retirement. The SERP
benefit also provides an annual defined benefit retirement income payable to
Mr. Meirelles' surviving spouse, during her lifetime, equal to 75% of that
amount. Approximately one-half of the SERP benefit for Mr. Meirelles is
attributable to pre-existing qualified and nonqualified retirement plans at
BankBoston.
The employment agreements of Messrs. Gifford, Higgins and Meirelles provide for
certain benefits if termination of the executive's employment occurs during the
executive's employment term and the termination is by the Corporation, other
than for "cause" (as defined in the employment agreement), or by the executive
for "good reason" (as defined in the employment agreement) or by reason of the
executive's death or disability. With respect to Mr. Higgins, he would be
entitled to salary continuation payments for two years, a pro rata bonus for the
year of termination and he would continue to be considered an employee for
purposes of certain of the Corporation's benefit plans. With respect to Messrs.
Gifford and Meirelles, each would be entitled to an amount designed to
approximate the benefits to which he would have been entitled under his
pre-existing severance agreement with BankBoston. This amount is based upon the
executive's salary and bonus immediately prior to the merger and consists of
three times the sum of the annual salary and highest annual bonus of the three
preceding years, the cost of providing life, disability, accident and health
insurance benefits for three years, and service credit accruing for three years
under certain benefit and retirement plans (the "Severance Payments"), plus
compound interest at the prime rate from the merger date. Messrs. Gifford and
Meirelles would also each be entitled to a pro rata portion of their respective
maximum annual bonus, the restrictions on all existing restricted shares would
lapse and all shares subject to stock options previously granted would become
exercisable.
Under their agreements, if Messrs. Gifford or Meirelles voluntarily terminates
his employment for other than "good reason" or his employment terminates for any
reason after January 1, 2003, he will be entitled to receive the Severance
Payments, plus compound interest at the prime rate from the date of the merger,
and the SERP benefit. If any payments received under the agreements are subject
to the excise tax imposed under Section 4999 of the Code, each agreement
provides for an additional payment to the executive to restore him to the same
after-tax position which he would have had if the excise tax had not been
imposed. However, if those payments, including additional amounts payable due to
the excise tax, do not exceed 110% of the greatest amount that could be paid
without giving rise to the excise tax, no additional payment will be made with
respect to the excise tax. In that case, the payments otherwise due to the
executive will be reduced to an amount necessary to prevent the application of
the excise tax.
25
<PAGE>
OTHER INFORMATION RELATING TO DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS
INDEBTEDNESS AND OTHER TRANSACTIONS
The banking subsidiaries of the Corporation have had transactions in the
ordinary course of business, including borrowings, with certain Directors and
executive officers of the Corporation and their associates, all of which were on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collection or present other unfavorable
features. In addition, the following transactions with the Corporation or one of
its subsidiaries were outstanding or proposed in 1999:
In 1972, subsidiaries of the Corporation and Gilbane Building Company
("Gilbane"), a building construction company of which Paul J. Choquette, Jr. is
Chairman and Chief Executive Officer and a director, formed an equal partnership
(the "Gilbane Partnership") of which the Gilbane Partnership is the general
partner and in which it has a 5% interest. The Gilbane Partnership undertook
certain development projects, including a shopping center and condominium. Fleet
Real Estate, Inc. ("FRE"), a subsidiary of the Corporation, made loans in
connection with these projects which were repaid during 1999 (the highest amount
outstanding since January 1, 1999 having been $629,480). In addition, the Bank
leases space from the Gilbane Partnership in the shopping center for a branch
bank at an annual cost of approximately $18,708.
A subsidiary of the Corporation is a partner in several partnerships with
certain other parties, including subsidiaries of, and limited partnerships
organized by, Gilbane to construct and manage the Fleet Center in Providence,
Rhode Island ("Providence Fleet Center"), and to rehabilitate an adjacent
structure. One of the partnerships constructed a parking garage on land it is
leasing from the Bank. The Corporation and Gilbane have 46.55% and 36.75%
partnership interests, respectively, in the partnership that developed the
Providence Fleet Center. In 1992, FRE provided permanent mortgage financing to
three of such partnerships in the amount of $52,000,000, secured by a first
mortgage on the Providence Fleet Center and the garage. As of December 31, 1999,
the amount remaining unpaid under the loan was $49,717,369 (the highest amount
outstanding since January 1, 1999 having been $50,445,392). The loan presently
carries an interest rate of 8.28% per annum plus a contingent interest feature.
The Corporation and the Bank have leased space in the building for a total
annual rental of approximately $3,372,129.
A subsidiary of the Corporation is an investor in a limited partnership (the
"Partnership") that invests principally in targeted businesses in the financial
services industry. Joel B. Alvord is a majority equity owner of the limited
liability company that serves as the general partner of the Partnership. The
Corporation's subsidiary has committed to invest up to $10,000,000 as a limited
partner participant.
A subsidiary of the Corporation pays for the lease on a NYSE seat that is owned
by Thomas C. Quick and is leased to an employee of a subsidiary of the
Corporation. The same subsidiary also paid for the leases by its employees for
three additional NYSE seats in 1999, and commencing in 2000 is paying for a
fourth NYSE seat, all of which are owned by members of Mr. Quick's family. Each
of the five leases provides for an annual rent of $230,000, is for a one-year
term and is renewed automatically unless terminated with sixty days' notice.
In 1999, a subsidiary of the Corporation entered into an agreement to form a
joint venture with PGA Tour Golf Course Properties ("PGA Properties") and a
company wholly owned by William F. Connell, in connection with the creation of a
New England golf course at an estimated cost of $30 million. If the transaction
is consummated, it is anticipated that PGA Properties would own 50% of the
facility, the Corporation's subsidiary would own 24.9% and 25.1% would be owned
by Mr. Connell's company. As part of this transaction, the Corporation's
subsidiary would be contributing certain property that was acquired in 1991 in
connection with a commercial loan foreclosure. This property is part of
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a larger parcel of land that is currently being held as a nonperforming asset,
and the total parcel has an appraised value of $5.2 million. The portion of the
parcel that the Corporation's subsidiary will retain is expected to have a
resulting fair value equal to or exceeding the current appraised value of the
total parcel. The proposed transaction may also entail a cash investment by each
party. The proposed transaction is subject to final agreement of the parties and
is conditioned upon receipt of all necessary state and local permits and
approvals.
One of the Corporation's subsidiaries has entered into an agreement with
Mr. Meirelles to sell him a property in Brazil. Under the terms of the
agreement, the purchase price being paid by Mr. Meirelles for the property is
$600,000. The purchase price was determined in the course of discussions between
management and Mr. Meirelles, with reference to independent third party
appraisals of the property.
Prior to the merger, Mr. Meirelles had an agreement with BankBoston Corporation
arising from his 1998 relocation from Brazil to Massachusetts. In accordance
with the terms of that agreement, which has been assumed by the Corporation,
Mr. Meirelles was entitled to borrow up to $3.7 million in connection with his
purchase and improvement of a residence in Massachusetts. At December 31, 1999,
the outstanding balance on the loan was approximately $2.6 million. The loan has
a maturity of 14 years and is interest free until such time as Mr. Meirelles
ceases to be a full-time employee of the Corporation or until six months after
his death or permanent disability. If Mr. Meirelles' employment terminates,
other than for cause, more than three years from the date of the agreement or at
any time by reason of his death, disability or a change in control of the
Corporation, the loan must be repaid within one year from such date. A
termination within three years from the date of the agreement, other than for
cause, death or disability or change in control, would obligate Mr. Meirelles to
repay the loan within six months of such date. Mr. Meirelles may also elect to
pre-pay the loan at any time during the course of his employment. The repayment
amount due in each instance would be the lesser of (i) the outstanding principal
balance on the loan plus interest from the date of termination or (ii) the fair
market value of the property. If Mr. Meirelles' employment is terminated for
cause, the loan would become immediately due and payable, and he would be
required to pay the fair market value of the property plus interest from the
date of termination.
Under the terms of the agreement, Mr. Meirelles is responsible for all expenses
related to the property with respect to insurance, utilities and household
employees. The Corporation is responsible for paying all other expenses related
to operating, repairing and maintaining the property. Certain furnishings for
the property were also provided under the agreement, which Mr. Meirelles has the
option to purchase at their appraised value upon repayment of the loan. To the
extent that the value of owning and operating the house and providing the
furnishings (and upon repayment, any excess in the loan balance over the
repayment amount) is required to be imputed as income to Mr. Meirelles for
federal and state tax purposes, the agreement provides that Mr. Meirelles is
entitled to receive a tax protection payment and a gross-up of such amount to
cover applicable taxes.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hardymon, Collins, Connell, Countryman, Kavner and May served as members
of the Human Resources and Board Governance Committee during 1999. None of these
individuals had any transactions or relationships with the Corporation in 1999
requiring specific disclosure under SEC rules with the exception of
Mr. Connell, whose wholly-owned company is a party to a transaction described
above in which one of the Corporation's subsidiaries has an interest.
During 1999, there were no "interlocking" or cross-board memberships that are
required to be disclosed under SEC rules, except for the following:
- - Mr. Murray serves on the Board of Directors and the Compensation Committee of
CVS Corporation. Mr. Ryan, Chairman and Chief Executive Officer of CVS
Corporation, serves on the Corporation's Board but not on the
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Corporation's Human Resources and Board Governance Committee.
- - Mr. Gifford is a Director of NSTAR and Mr. May, Chairman and Chief Executive
Officer of NSTAR, serves on the Board of the Corporation and the Corporation's
Human Resources and Board Governance Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The executive officers and Directors of the Corporation and any person who owns
more than 10% of a registered class of the Corporation's equity securities, are
required by Section 16(a) of the Securities Exchange Act of 1934 to file reports
of ownership and changes in ownership of the Corporation's stock with the SEC
and the NYSE and to furnish the Corporation with copies of all Section 16(a)
forms they file.
Based solely on our review of copies of reports we have received, or written
representations from certain reporting persons, the Corporation believes that,
during 1999, its executive officers and Directors complied with all
Section 16(a) filing requirements applicable to them, except for the following:
Mr. Murray has filed a Form 4 with the SEC disclosing the inadvertent omission
from prior filings of shares received from a family trust in repayment of a
debt; Mr. Barnet has filed a Form 5 with the SEC disclosing the inadvertent
omission from prior filings of shares that were acquired by his investment
manager for a managed account; Mr. Choquette has filed a Form 4 with the SEC
disclosing the inadvertent omission from prior filings of two gifts made to
educational institutions and Mr. Quick has filed a Form 4 with the SEC
disclosing an inadvertent omission from prior filings of shares that were
contributed by a family partnership to an exchange fund.
------------------------------------------------
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APPROVAL OF THE AMENDMENT TO THE RESTATED ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION
BACKGROUND
The Board has recommended that the stockholders authorize an amendment to the
Corporation's Restated Articles of Incorporation to change the name of the
Corporation to "FleetBoston Financial Corporation." The new name is intended to
reflect the combined Fleet Financial Group, Inc. and BankBoston Corporation and
build on the strengths of the two organizations. FleetBoston Financial
Corporation effectively combines Fleet's sophisticated set of consumer, money
management, and commercial banking capabilities with BankBoston's nationally
recognized corporate, investment, and global banking businesses.
The proposed name change of the Corporation will not affect stockholders'
rights, will not necessitate any exchange of outstanding stock certificates and
will not affect the Corporation's NYSE ticker symbol, which is "FBF."
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT OF THE CORPORATION'S
RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR THE CHANGE OF THE NAME OF THE
CORPORATION TO FLEETBOSTON FINANCIAL CORPORATION.
------------------------------------------------
RATIFICATION OF THE SELECTION OF THE
CORPORATION'S INDEPENDENT ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP ("PwC") has been selected by the Board,
subject to ratification by the stockholders, to be the Corporation's independent
accountants for 2000. PwC was selected by the Board to serve as independent
accountants of the Corporation and its subsidiaries and to perform other
appropriate accounting services following the merger of the Corporation and
BankBoston. Prior to the merger, PwC had served as the independent accountants
of BankBoston from 1971 to 1999, and has significant experience in bank
accounting and auditing. PwC has advised the Corporation that they are
independent accountants with respect to the Corporation, within the meaning of
the rules and guidelines of the SEC, the American Institute of Certified Public
Accountants, and the Independence Standards Board. Representatives of PwC are
expected to be present at the Annual Meeting to respond to appropriate questions
and will have the opportunity to make a statement if they so desire.
Should the selection of PwC as independent accountants of the Corporation not be
ratified by the stockholders, the Board will reconsider the matter.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF THE
FIRM OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE
CORPORATION IN 2000.
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STOCKHOLDER PROPOSAL
A stockholder has informed the Corporation that he intends to present the
following proposal for action at the Annual Meeting. (THE NAME, ADDRESS AND THE
NUMBER OF SHARES OF COMMON STOCK HELD BY THE STOCKHOLDER WILL BE PROVIDED BY THE
CORPORATION, ORALLY OR IN WRITING AS REQUESTED, PROMPTLY UPON THE RECEIPT OF ANY
REQUEST THEREFOR.)
PROPOSAL: "Commencing the year 2000, shareholders meetings of assembled
shareholders and proxies meeting in annual meeting of shareholders shall
be held February Sixth except when February Sixth is a legal holiday, a
Saturday or Sunday when the Board of Directors of Fleet Boston
Corporation ("Fleet") may decree the holding of said meeting on another
day not a legal holiday, a Saturday or Sunday February 01-07."
THE STATEMENT SUBMITTED IN SUPPORT OF THIS STOCKHOLDER PROPOSAL IS AS
FOLLOWS: "February Sixth is anniversary when State of Massachusetts
Delegates meeting as a constitutional convention 1788 at Federal Street
Boston ratified the United States (of America) Constitution. At the
Massachusetts convention 355 Delegates balloted, fine participation,
additional reasons for changing the meeting time to early February."
THE BOARD RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.
The Board believes that adoption of the above proposal would be both impractical
and expensive. Changing the annual meeting date to February 6(th) would require
that the Corporation prepare, print and mail its Proxy Statement, Summary Annual
Report and SEC Form 10-K (the "10-K Report") to stockholders at the beginning of
January in order to satisfy the Corporation's By-Laws and applicable SEC
requirements. The Summary Annual Report and the 10-K Report present the
Corporation's December 31 certified financial information and such information
would not typically be available at the beginning of January without
extraordinary measures being taken, and additional expense being incurred, by
the Corporation.
The Corporation's By-Laws currently provide that the annual meeting of
stockholders is to be held in April of each year unless a different date is
determined by the Board. The flexibility provided by the By-Laws allows the
Board to take into consideration all relevant factors in setting the meeting
date, including the time required to prepare the Proxy Statement, the Summary
Annual Report and the 10-K Report. The April annual meeting dates selected by
the Board historically have given the Corporation adequate time to prepare these
important communications, thereby helping to ensure that stockholders receive
high quality materials containing the most currently available information. The
Corporation encourages stockholders to attend the annual meeting in person but
due to the large number of stockholders involved, any date selected may be
convenient for some stockholders and present a conflict for others. The Board
believes that it is in the best interest of the Corporation and its stockholders
to retain the flexibility provided in the By-Laws and not be limited to the
annual meeting date specified in the proposal.
FOR THE FOREGOING REASONS, THE BOARD RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
PROPOSAL.
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SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
OF STOCKHOLDERS
Proposals of stockholders to be included in next year's proxy statement and form
of proxy must be received by November 10, 2000. If a stockholder desires to
bring business before the Corporation's 2001 Annual Meeting of Stockholders that
is not a proposal submitted to the Corporation for inclusion in the
Corporation's proxy statement, notice must be received by the Secretary of the
Corporation on or before November 10, 2000. Proposals should be mailed to
William C. Mutterperl, Secretary of the Corporation, at One Federal Street,
Boston, Massachusetts 02110.
SUMMARY ANNUAL REPORT AND 10-K REPORT
The Corporation's 1999 Summary Annual Report to Stockholders and its 10-K Report
have been provided to you concurrently with this Proxy Statement. The financial
statements of the Corporation as of December 31, 1999 are contained in the 10-K
Report and summary condensed financial information is provided in the Summary
Annual Report. The Summary Annual Report and the 10-K Report are not to be
considered as part of this proxy soliciting material.
Submitted by Order of the Board of
Directors,
/s/ William C. Mutterperl
WILLIAM C. MUTTERPERL
SECRETARY
Boston, Massachusetts
March 10, 2000
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[LOGO]
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
FLEET BOSTON CORPORATION
PROXY STATEMENT
Date & Time:
Tuesday, April 18, 2000
11:00 A.M.
Place:
World Trade Center Boston
164 Northern Avenue
Boston, Massachusetts
PLEASE SIGN AND RETURN YOUR PROXY CARD PROMPTLY
<PAGE>
PROXY
FLEET BOSTON CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS for the
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2000, OR ANY
ADJOURNMENTS THEREOF.
The undersigned hereby acknowledges receipt of the Notice and Proxy Statement
dated March 10, 2000 and hereby appoints Joel B. Alvord, Paul J. Choquette,
Jr. and Francene S. Rogers, jointly and severally with full power of
substitution to each, as proxies for and on behalf of the undersigned, to
attend the Annual Meeting of Stockholders of Fleet Boston Corporation, to be
held at the World Trade Center Boston, 164 Northern Avenue, Boston,
Massachusetts, on Tuesday, April 18, 2000 at 11:00 a.m., or any adjournments
thereof, and to vote as directed hereby all stock of the Corporation which
the undersigned would be entitled to vote if personally present. By
acceptance, the proxies named above agree that this Proxy will be voted in
the manner directed by the stockholder giving this Proxy. If no directions
are specified, the Proxy will be voted FOR the election of all 8 nominees for
Director, FOR the amendment to the Restated Articles of Incorporation to
change the name of the Corporation, FOR the ratification of the selection of
PricewaterhouseCoopers LLP as independent accountants for the fiscal year
ending December 31, 2000, and AGAINST the Stockholder proposal regarding
changing the annual meeting date, all as set forth on the reverse.
Discretionary authority is hereby conferred on the proxies named above to
vote as said proxies deem advisable on all other matters which may properly
come before the meeting or any adjournments thereof. This Proxy, if properly
executed and delivered, will revoke all other prior-dated proxies related to
these shares.
NOMINEES FOR DIRECTOR:
Three-Year Term: William Barnet, III, John T. Collins,
William F. Connell, Gary L. Countryman,
Charles K. Gifford, Marian L. Heard, Thomas J. May,
and Terrence Murray.
(CONTINUED ON REVERSE SIDE)
PLEASE MARK YOUR VOTE ON THE REVERSE SIDE, SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
* DETACH AND RETURN PROXY CARD *
<PAGE>
<TABLE>
<S> <C>
|
-- |
- ------- PLEASE MARK YOUR | ----
| X | VOTES AS IN THIS
- ------- EXAMPLE.
The Proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR all nominees, FOR Proposals 2 and 3, and AGAINST Proposal No. 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR PROPOSALS 2 AND 3.
FOR AGAINST FOR AGAINST ABSTAIN
1. Election of ----- ----- 2. PROPOSAL ----- ----- -----
Directors: | | | | Approval of an | | | | | |
----- ----- amendment to the ----- ----- -----
(See Reverse) Restated Articles of
Incorporation changing
the name of the
Withhold authority to vote for the Corporation to
following nominee: FleetBoston Financial
Corporation.
--------------------------------------------------
FOR AGAINST ABSTAIN
3. PROPOSAL ----- ----- -----
Ratification of the | | | | | |
selection of ----- ----- -----
PricewaterhouseCoopers
LLP as independent
accountants
for the
fiscal year ending
December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
PROPOSAL NO. 4.
FOR AGAINST ABSTAIN
4. PROPOSAL ----- ----- -----
Stockholder proposal | | | | | |
regarding changing ----- ----- -----
annual meeting date.
PLEASE DATE, SIGN AND MAIL THIS PROXY CARD IN THE
ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Please sign EXACTLY as name(s) appear hereon. When
signing as administrator, attorney, guardian or trustee,
please give your full title. If signer is a corporation or
partnership, please sign full corporate or partnership name
by any authorized officer or person. If shares are held
jointly, each joint owner should sign.
Signature(s)_______________________________________ Date______
- ----------------------------------------------------------------------------------------------------------------------------------
* DETACH AND RETURN PROXY CARD *
FLEET BOSTON CORPORATION
ANNUAL MEETING OF THE STOCKHOLDERS
APRIL 18, 2000
WORLD TRADE CENTER BOSTON
164 NORTHERN AVENUE
BOSTON, MASSACHUSETTS
11:00 A.M.
</TABLE>
