1 EXHIBIT 1 BANK OF BOSTON CORPORATION Floating Rate Notes TERMS AGREEMENT --------------- Dated: June 15, 1994 To: Bank of Boston Corporation 100 Federal Street Boston, Massachusetts 02110 Re: Underwriting Agreement dated June 15, 1994 Dear Sirs: We (the "Underwriters") understand that Bank of Boston Corporation, a Massachusetts corporation (the "Company"), proposes to issue and sell $100,000,000 aggregate principal amount of its senior debt securities (the "Debt Securities"). This Agreement is the Terms Agreement referred to in the underwriting agreement dated June 15, 1994 (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: Floating Rate Notes Due June 1996 Principal amount to be issued: $100,000,000 Senior or Subordinated: Senior Currency: U.S. Dollars Current ratings: Standard & Poor's Corporation: BBB+ Moody's Investors Services, Inc.: Baa1 2 - 2 - Interest rate or formula: Three-month LIBOR plus 27 basis points (.27%), reset quarterly Interest payment dates: March 20, June 20, September 20 and December 20 of each year, commencing on September 20, 1994 Date of maturity: June 20, 1996 Redemption provisions: None Sinking fund requirements: None Initial public offering price: 100% of the principal amount, plus accrued interest, if any, from June 20, 1994 Purchase price: 99.75% of the principal amount, plus accrued interest, if any, from June 20, 1994 (payable in same day funds) Listing requirement: None Conversion provisions: None Exchange provisions: None Closing date and location: June 20, 1994 in Boston, MA Additional representations, if any: None Lock-up provisions: The Company may not issue, without the consent of the Underwriters, any other senior debt securities between the date hereof and the Closing Date Number of Option Securities, if any: None Other terms and conditions: None 3 - 3 - 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 applicable to agreements made and to be performed in said State. If the foregoing is in accordance with your understanding of the agreement among the Underwriters and the Company, please sign and return to the undersigned a counterpart hereof, whereupon this instrument, along with all counterparts and together with the Underwriting Agreement, shall be a binding agreement among 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. By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ PATRICIA VERRILLI ----------------------- Patricia Verrilli Director Confirmed and accepted as of the date first above written: BANK OF BOSTON CORPORATION By: /s/ BRADFORD H. WARNER -------------------------- Bradford H. Warner Group Executive, Treasury 4 Annex A Aggregate Principal Name of Underwriter Amount of Debt Securities - - - ------------------- ------------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 33,400,000 Donaldson, Lufkin & Jenrette Securities Corporation 33,300,000 Goldman, Sachs & Co. 33,300,000 ------------ Total...................................... $100,000,000