Exhibit (c)(1)
BANK OF BOSTON CORPORATION
Subordinated Notes
TERMS AGREEMENT
Dated: January 5, 1994
To: Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: Underwriting Agreement dated August 6, 1992
Dear Sirs:
We (the "Underwriters") understand that Bank of Boston Corporation, a
Massachusetts corporation (the "Company"), proposes to issue and sell
$300,000,000 aggregate principal amount of its subordinated debt securities (the
"Debt Securities"). This Agreement is the Terms Agreement referred to in the
underwriting agreement dated August 6, 1992 (the "Underwriting Agreement").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters offer to purchase, severally and not jointly,
the respective amounts of Debt Securities set forth on Annex A hereto.
Debt Securities
Title of Debt Securities: 6 5/8% Subordinated Notes Due 2004
Principal amount to be issued: $300,000,000
Senior or Subordinated: Subordinated
Currency: U.S. Dollars
Current ratings: Standard & Poor's Corporation: BBB
Moody's Investors Services, Inc.: Baa2
Interest rate or formula: Semiannually in arrears
Interest payment dates: February 1 and August 1 of each year, commencing on
August 1, 1994
Date of maturity: February 1, 2004
Redemption provisions: None
Sinking fund requirements: None
Initial public offering price: 99.48% of the principal amount, plus accrued
interest, if any, from
January 12, 1994
Purchase price: 98.83% of the principal amount, plus accrued interest, if any,
from
January 12, 1994 (payable in same day funds)
Listing requirement: None
Conversion provisions: None
Exchange provisions: None
Closing date and location: January 12, 1994 in Boston, MA
Additional representations, if any: None
Lock-up provisions: The Company may not issue any other debt securities having a
maturity greater than 270 days between the date hereof and the
Closing Date.
Number of Option Securities, if any: None
Other terms and conditions: None
Each Underwriter severally agrees, subject to the terms and provisions of
the above referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the principal amount of the Debt
Securities set forth opposite its name.
This Agreement shall be governed by the laws of the State of New York.
If the foregoing is in accordance with your understanding of the agreement
between you and the Company, please sign and return to the Company a counterpart
hereof, whereupon this instrument, along with all counterparts and together with
the Underwriting Agreement, shall be a binding agreement between the
Underwriters named herein and the Company in accordance with its terms and the
terms of the Underwriting Agreement.
Very truly yours,
Merrill, Lynch, Pierce, Fenner & Smith
Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
Goldman, Sachs & Co.
PaineWebber Incorporated
Wertheim Schroder & Co. Incorporated
By: /S/ MICHAEL GEITZ
----------------------------
Michael Geitz
Managing Director
Confirmed and accepted as of
the date first above written:
BANK OF BOSTON CORPORATION
By: /S/ BRADFORD H. WARNER
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Bradford H. Warner
Department Executive, Treasury
Annex A
Aggregate Principal
Name of Underwriter Amount of Debt Securities
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $60,000,000
Donaldson, Lufkin & Jenrette
Securities Corporation 60,000,000
Goldman, Sachs & Co. 60,000,000
PaineWebber Incorporated 60,000,000
Wertheim Schroder & Co. 60,000,000
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Total $300,000,000