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EXHIBIT 1
BANK OF BOSTON CORPORATION
Floating Rate Notes
TERMS AGREEMENT
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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
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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
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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
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Patricia Verrilli
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
Group Executive, Treasury
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Annex A
Aggregate Principal
Name of Underwriter Amount of Debt Securities
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated $ 33,400,000
Donaldson, Lufkin & Jenrette Securities Corporation 33,300,000
Goldman, Sachs & Co. 33,300,000
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Total...................................... $100,000,000