Exhibit 99(e)
AMENDMENT NO. 1 TO RENEWED RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of March 14, 1999 (this
"Amendment"), to the Renewed Rights Agreement, dated as of dated December 17,
1998 (the "Renewed Rights Agree ment"), between BankBoston Corporation, a
Massachusetts corporation (the "Company"), and BankBoston, N.A., as rights agent
(the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously
entered into the Renewed Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 3(a) of
the Renewed Rights Agreement) has occurred as of the date of this Amendment; and
WHEREAS, Section 27 of the Renewed Rights Agreement provides
that the Company may from time to time supplement or amend the Renewed Rights
Agreement in accordance with the terms of Section 27; and
WHEREAS, the Company and Fleet Financial Group, Inc., a Rhode
Island corporation ("Fleet"), have entered into an Agreement and Plan of Merger,
dated as of March 14, 1999 (the "Merger Agreement"), pursuant to which the
Company will merge (the "Merger") with and into Fleet; and
WHEREAS, in connection with the Merger Agreement, the Company
and Fleet have entered into a Stock Option Agreement, dated March 14, 1999 (the
"Option Agreement"), pursuant to which the Company has granted to Fleet an
option to purchase shares of the Company's Common Stock under certain
circumstances and upon certain terms and conditions; and
WHEREAS, the Board of Directors has determined that the
transactions contem plated by the Merger Agreement are in the best interests of
the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is
advisable and in the best interest of the Company and its stockholders to amend
the Renewed Rights Agreement to exempt the Merger Agreement, the Option
Agreement and the transactions contemplated thereby (including, without
limitation, the option granted pursuant to the Option Agreement) from the
application of the Renewed Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved
and adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Renewed Rights
Agree ment as follows:
1. Section 1(a) of the Renewed Rights Agreement is hereby
amended by inserting the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
until the termination of both the Merger Agreement and the
Stock Option Agreement (each as defined below) in accordance
with their respective terms, neither Fleet Financial Group,
Inc., a Rhode Island corporation ("Fleet"), nor any Affiliate
or Associate of Fleet (collectively with Fleet, the "Fleet
Parties") shall be deemed to be an Acquiring Person by virtue
of the fact that Fleet is the Benefi cial Owner solely of
shares of Common Stock (i) of which any Fleet Party is or
becomes the Beneficial Owner by reason of the approval,
execution or delivery of the Agreement and Plan of Merger,
dated as of March 14, 1999, by and between the Company and
Fleet, as may be amended from time to time (the "Merger
Agreement"), or the Stock Option Agreement, dated March 14,
1999, between the Company, as issuer, and Fleet, as grantee,
as may be amended from time to time (the "Stock Option Agree
ment"), or by reason of the consummation of any transaction
con templated in the Merger Agreement, the Stock Option
Agreement or both, (ii) of which any Fleet Party is the
Beneficial Owner on the date hereof, (iii) acquired in
satisfaction of debts contracted prior to the date hereof by
any Fleet Party in good faith in the ordi nary course of such
Fleet Party's banking business, (iv) held by any Fleet Party
in a BONA FIDE fiduciary or depository capacity, or (v) owned
in the ordinary course of business by either (A) an invest
ment company registered under the Investment Company Act of
1940, as amended, or (B) an investment account, in either case
for which any Fleet Party acts as investment advisor."
2. Section 3 of the Renewed Rights Agreement is hereby amended
by inserting the following new subsection (d) at the end thereof:
"Notwithstanding anything to the contrary contained in this
Agreement, at the Effective Time (as defined in the Merger
Agreement), the Common Stock will be
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converted into the consideration provided for in the Merger
Agreement (the "Merger Consideration"), and (i) to the extent
that the Record Date has occurred prior to the Effective Time,
all Rights attached to the Common Stock shall, simultaneously
with the conversion of the Common Stock into the Merger
Consideration, be extinguished with no additional
consideration being paid on account thereof, or (ii) to the
extent that the Record Date has not occurred prior to the
Effective Time, this Agreement shall terminate and be of no
further force or effect, no Rights shall be issued or
distributed in any manner contemplated by this Agreement, and
the former holders of Common Stock shall have no rights
hereunder.
3. Section 15 of the Renewed Rights Agreement is hereby
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedies or claims under this Agree ment in connection
with any transactions contemplated by the Merger Agreement or
the Stock Option Agreement."
4. This Amendment shall be deemed to be in force and effective
immediately prior to the execution and delivery of the Merger Agreement. Except
as amended hereby, the Renewed Rights Agreement shall remain in full force and
effect and shall be otherwise unaffect ed hereby.
5. Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Renewed Rights Agreement.
6. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
7. In all respects not inconsistent with the terms and
provisions of this Amendment, the Renewed Rights Agreement is hereby ratified,
adopted, approved and con firmed. In executing and delivering this Amendment,
the Rights Agent shall be entitled to all the privileges and immunities afforded
to the Rights Agent under the terms and conditions of the Renewed Rights
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the day and year first above
written.
ATTEST: BANKBOSTON CORPORATION
By:/s/JANICE B. LIVA By:/s/PETER J. MANNING
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Name: Janice B. Liva Name: Peter J. Manning
Title: Assistant General Counsel Title: Executive Vice President,
and Assistant Clerk Mergers and Acquisitions
ATTEST: BANKBOSTON, N.A., as Rights Agent
By Its Agent, Boston EquiServe Division
of EquiServe Limited Partnership
By:/s/DARLENE DIODATO By:/s/CHARLES V. ROSSI
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Name: Darlene DioDato Name: Charles V. Rossi
Title: Managing Director Title: President
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