AMENDMENT TO AGREEMENT AND PLAN OF MERGER



        This AMENDMENT, dated as of July 25, 1996, amends that certain AGREEMENT
AND PLAN OF MERGER, dated as of December 12, 1995 (the "Merger Agreement"), by 
and among Bank of Boston Corporation, a Massachusetts corporation ("Parent"), 
Boston Merger Corp., a Massachusetts corporation and a wholly owned subsidiary 
of Parent ("Merger Sub") and BayBanks, Inc., a Massachusetts corporation 
("Subject Company").

        WHEREAS, the Boards of Directors of Parent, Merger Sub and Subject 
Company have determined that it is in the best interests of their respective 
companies and their stockholders to amend the Merger Agreement and have voted at
duly called and held meetings or by unanimous written consent of the respective 
Boards of Directors to authorize the execution of this Amendment.

        NOW, THEREFORE, in consideration of the agreements contained herein, and
intending to be legally bound hereby, the parties agree as follows:

        The Merger Agreement is amended to strike out Section 1.12 thereof in 
its entirety and to insert the following in lieu thereof:

                1.12  Subsidiary Bank Mergers.  Parent and Subject Company shall
        take such actions as they determine to be mutually desirable to
        effectuate a merger of the subsidiary banks of Parent and Subject
        Company following the Effective Time with the objective of establishing
        one national bank subsidiary for each state in New England in which the
        parties currently have bank subsidiaries and/or a multi-state national
        bank subsidiary. Upon the merger of the subsidiary banks headquartered
        in Massachusetts, the name of the resulting subsidiary bank shall be
        changed to BankBoston, N.A. To the extent that a multi-state national
        bank subsidiary is established that includes the Massachusetts branches
        of Parent, such subsidiary bank shall be named BankBoston, N.A.

        Except as amended hereby, the Merger Agreement remains in full force and
        effect.

        IN WITNESS WHEREOF, Parent, Merger Sub and Subject Company have caused 
this Amendment to be executed by their respective officers thereunto duly 
authorized as of the date first above written.

                                  BANK OF BOSTON CORPORATION



                                  By: /s/ Peter J. Manning
[Seal]                               ------------------------------------
                                     Peter J. Manning, Executive Director

 
      
                                BOSTON MERGER CORP.                           
                                                                              
                                                                              
                                                                              
[Seal]                          By: /s/ Peter J. Manning
                                   --------------------------------------
                                   Peter J. Manning, President                
                                                                              
                                By: /s/ William J. Parent                      
                                   --------------------------------------
                                   William J. Parent, Treasurer


                                BAYBANKS, INC.                                
                                                                              


[Seal]                          By: /s/ William M. Crozier, Jr.
                                   --------------------------------------
                                   William M. Crozier, Jr., Chairman of        
                                   the Board and President                     

                                By: /s/ Michael W. Vasily
                                   --------------------------------------
                                   Michael W. Vasily, Treasurer