-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QOfj8U5hMFBmnmO7r3zuTMMo9CdiTb5iKIW+2oQfZVg55NbEJYyD3eBFDQVFE9/2 MVg5mtkWv+9wjAS/5icq6w== 0000950135-96-003215.txt : 19960730 0000950135-96-003215.hdr.sgml : 19960730 ACCESSION NUMBER: 0000950135-96-003215 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960729 EFFECTIVENESS DATE: 19960817 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF BOSTON CORP CENTRAL INDEX KEY: 0000036672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 042471221 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09041 FILM NUMBER: 96599989 BUSINESS ADDRESS: STREET 1: 100 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174342200 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL BOSTON CORP DATE OF NAME CHANGE: 19830414 S-8 1 BANK OF BOSTON CORPORATION 1 As filed with the Securities and Exchange Commission on July 29, 1996 Registration No. 333-_______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANK OF BOSTON CORPORATION (Exact name of registrant as specified in its charter) ------------------------------ MASSACHUSETTS 04-2471221 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 (Address of Principal Executive Offices) (Zip Code) 1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES 1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN (Full titles of the plans) ---------------------------- GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ. General Counsel and Clerk Assistant General Counsel and Assistant Clerk BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION 100 FEDERAL STREET 100 FEDERAL STREET BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110 617-434-2870 617-434-8630 (Names, addresses and telephone numbers, including area codes, of agents for service) ------------------------------------------- CALCULATION OF REGISTRATION FEE ===================================================================================================
Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Price Per Aggregate Registration Fee to be Registered(1) Registered(1) Unit(2) Offering Price(2) (2) - --------------------------------------------------------------------------------------------------- Common Stock, par value 750,000 shares $51.625 $38,718,750 $13,351.29 $1.50 per share (3) =================================================================================================== (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) based on the average of the high and low prices of the Common Stock on July 23, 1996, as reported on the consolidated reporting system. (3) Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Bank of Boston Corporation (the "Corporation") hereby incorporates by reference into this registration statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): a. The Corporation's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); b. All other reports filed by the Corporation pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; c. The description of the Corporation's common stock (the "Common Stock") contained in the Corporation's registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description; and d. The description of the Corporation's Preferred Stock Purchase Rights contained in the Corporation's registration statement on Form 8-A dated July 2, 1990, including any amendment or report filed for the purpose of updating such description. The BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan (the "Savings Plan") hereby incorporates by reference into this registration statement the Savings Plan's latest annual report filed pursuant to the Exchange Act, as heretofore filed with the Commission. All documents subsequently filed by the Corporation or the Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. -2- 3 Item 5. Interests of Named Experts and Counsel. The validity of the shares of Common Stock and the interests offered herein has been passed upon for the Corporation by Gary A. Spiess, General Counsel of the Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also an officer of certain other subsidiaries of the Corporation. As of July 15, 1996, Mr. Spiess had a direct or indirect interest in 31,729 shares of Common Stock and had options to purchase an additional 60,083 shares, of which options to purchase 42,116 shares will be exercisable within 60 days after July 15, 1996. Item 6. Indemnification of Directors and Officers. Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a corporation to indemnify any director, officer, employee or other agent of the corporation to whatever extent specified in or authorized by (a) the articles of organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. The Corporation's By-Laws provide indemnity to the Corporation's directors and officers, in such capacity or as directors or officers of a wholly-owned subsidiary of the Corporation, and to directors of wholly-owned subsidiaries of the Corporation for liability resulting from judgments, fines, expenses or settlement amounts incurred in connection with any action, including an action by or in the right of the Corporation, brought against such person in such capacity. Under Massachusetts law and the By-laws, no indemnification may be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Corporation or of such subsidiary. The By-Laws also provide that, with respect to any matter disposed of by a compromise payment by such director or officer pursuant to a consent decree or otherwise, no indemnification shall be provided unless such indemnification shall be ordered by a court or such compromise shall be approved as being in the best interest of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office, (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent counsel to the effect that such person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, exclusive of any stock owned by any interested director or officer. Under Massachusetts law, a court may uphold indemnification in connection with a suit in which there is a recovery by or in the right of the corporation. The By-Laws also provide for indemnification for all other officers of the Corporation's wholly-owned subsidiaries to the extent authorized by the Board of Directors in each individual case, based on the same statutory standard set forth in the preceding paragraph. Where such a person is wholly successful in defending the claim, he or she shall be entitled to indemnification. Directors and officers of other subsidiaries and employees and agents of the -3- 4 Corporation and any subsidiaries may be indemnified as determined by the Board from time to time. In addition, as permitted by Section 67 of Chapter 156B of the Massachusetts General Laws, the Corporation maintains liability insurance covering directors and officers of the Corporation and its subsidiaries. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5(a) Opinion of Gary A. Spiess, Esq., as to the validity of the shares of Common Stock and the interests offered herein. 5(b) Internal Revenue Service determination letter that the Savings Plan is qualified under Section 401 of the Internal Revenue Code. 23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)). 23(b) Consent of Coopers & Lybrand L.L.P. 23(c) Consent of KPMG Peat Marwick LLP. 24 Power of Attorney of certain officers and directors. Item 9. Undertakings. The Corporation hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and -4- 5 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the Savings Plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the provisions described in Item 6, or otherwise, the Corporation has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -5- 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 26th day of July, 1996. BANK OF BOSTON CORPORATION By /s/ GARY A. SPIESS ----------------------------- (Gary A. Spiess) (General Counsel and Clerk) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE --------- ----- ---- Chairman of the Board of /s/ CHARLES K. GIFFORD* Directors, Chief Executive - -------------------------------- Officer and Director (Chief (Charles K. Gifford) Executive Officer) July 26, 1996 President and Chief /s/ HENRIQUE DE CAMPOS MEIRELLES Operating Officer July 26, 1996 - --------------------------------- and Director (Henrique de Campos Meirelles) Vice Chairman, Chief /s/ WILLIAM J. SHEA* Financial Officer and - --------------------------------- Treasurer (Chief Financial July 26, 1996 (William J. Shea) Officer) /s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting July 26, 1996 - --------------------------------- Officer) (Robert T. Jefferson) -6- 7 SIGNATURE TITLE DATE --------- ----- ---- /s/ WAYNE A. BUDD* - ---------------------------- Director July 26, 1996 (Wayne A. Budd) /s/ WILLIAM F. CONNELL* Director July 26, 1996 - ---------------------------- (William F. Connell) /s/ GARY L. COUNTRYMAN* Director July 26, 1996 - ---------------------------- (Gary L. Countryman) /s/ ALICE F. EMERSON* - ---------------------------- Director July 26, 1996 (Alice F. Emerson) /s/ THOMAS J. MAY* - ---------------------------- Director July 26, 1996 (Thomas J. May) /s/ DONALD F. MCHENRY* - ---------------------------- Director July 26, 1996 (Donald F. McHenry) /s/ PAUL C. O'BRIEN* Director July 26, 1996 - ---------------------------- (Paul C. O'Brien) /s/ JOHN W. ROWE* Director July 26, 1996 - ---------------------------- (John W. Rowe) /s/ RICHARD A. SMITH* Director July 26, 1996 - ---------------------------- (Richard A. Smith) /s/ WILLIAM C. VAN FAASEN* Director July 26, 1996 - ---------------------------- (William C. Van Faasen) /s/ THOMAS B. WHEELER* Director July 26, 1996 - ---------------------------- (Thomas B. Wheeler) /s/ ALFRED M. ZEIEN* - ---------------------------- Director July 26, 1996 (Alfred M. Zeien) *By: /s/ GARY A. SPIESS ----------------------------- (Gary A. Spiess, Attorney-in-Fact) -7- 8 THE SAVINGS PLAN. Pursuant to the requirements of the Securities Act of 1933, the Savings Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 26th day of July, 1996. BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN By /s/ ILENE BEAL ----------------------------------- (Ilene Beal) (Chairman, the BayBanks Profit Sharing Committee) -8- EX-5.(A) 2 OPINION OF GARY A. SPIESS, ESQUIRE 1 EXHIBIT 5(a) July 26, 1996 Bank of Boston Corporation 100 Federal Street Boston, Massachusetts 02110 Re: BANK OF BOSTON CORPORATION'S REGISTRATION STATEMENT ON FORM S-8 RELATING TO THE 1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES, THE 1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES AND THE BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN As General Counsel of Bank of Boston Corporation (the "Corporation") and The First National Bank of Boston (the "Bank"), I, and other attorneys in this office, have participated with the Corporation, its officers and officers of the Bank in the preparation for filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement") covering (i) an aggregate of 750,000 shares (the "Shares") of the Corporation's Common Stock, par value $1.50 per share, which Shares may hereafter be acquired by participants ("Participants") in the 1978 Stock Option Plan for Key Employees of BayBanks, Inc. and Affiliates and the 1988 Stock Option Plan for Key Employees of BayBanks, Inc. and Affiliates (collectively, the "Option Plans") and the BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan (the "Savings Plan" and, collectively with the Option Plans, the "Plans") and (ii) an indeterminate amount of interests ("Interests") in the Savings Plan, which Interests may hereafter be acquired by Participants in the Savings Plan. In connection with filing the Registration Statement, the rules and regulations of the Commission require my opinion, in my capacity as General Counsel of the Corporation, on the matters set forth below. In rendering this opinion, I, and other attorneys in this office working under my supervision, have examined and relied upon originals or copies, certified or otherwise, of all such corporate records, documents, agreements or other instruments of the Corporation, and have made such investigation of law and have discussed with the officers of the Corporation and the Bank such questions of fact as we have deemed necessary or appropriate. In rendering this opinion, I have relied upon certificates and statements of officers and directors of the Corporation and the Bank as to factual matters, and have assumed the genuineness of all documents submitted as copies. Moreover, as to (ii) below, I have relied upon the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., special counsel to BayBanks, Inc. 2 Bank of Boston Corporation - 2 - July 26, 1996 Based upon and subject to the foregoing, I am of the opinion that (i) the Shares will be, upon the issuance thereof pursuant to the terms of the Plans, legally issued, fully paid and non-assessable and (ii) the Savings Plan confers valid Interests upon Participants in the plan, to the extent and upon the terms and conditions described in such plan. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the caption "Interests of Named Experts and Counsel." Very truly yours, /s/ GARY A. SPIESS Gary A. Spiess General Counsel 3 MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, Massachusetts 02111 701 Pennsylvania Avenue, N. W. Telephone: 617/542-6000 Washington, D.C. 20004 Fax: 617/542-2241 Telephone: 202/434-7300 Fax: 202/434-7400 C. Stephen Parker, Jr. Direct Dial Number 617/348-1707 July 24, 1996 Gary A. Spiess General Counsel Bank of Boston Corporation 100 Federal Street Boston, MA 02110 RE: BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN Dear Mr. Spiess: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") which we understand will be filed by Bank of Boston Corporation (the "Corporaton") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, covering among other things certain shares of common stock of the Corporation and certain interests in the BayBanks Savings, Profit Sharing and Stock Ownership Plan (the "Savings Plan"). We understand that the Registration Statement will be filed with the Commission at some point shortly before the effectiveness of the merger of a wholly-owned subsidiary of the Corporation with and into BayBanks, Inc., pursuant to the Agreement and Plan of Merger by and among the Corporation, Boston Merger Corp., and BayBanks, Inc. dated as of December 12, 1995. We have acted as special counsel for BayBanks, Inc. with respect to certain matters relating to the Savings Plan, including the preparation of amendments to the Savings Plan and the making of certain filings with the Internal Revenue Service in connection with obtaining a favorable determination letter concerning the qualified status of the Savings Plan and its related trust under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. We have examined such documents and taken such additional steps as we consider necessary to enable us to render this opinion. 4 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Gary A. Spiess July 24, 1996 Page 2 Based upon the foregoing, we are of the opinion that the Savings Plan confers legal and valid interests upon participants therein to the extent and upon the terms and conditions provided in the Savings Plan. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. EX-5.(B) 3 IRS LETTER RE: QUALIFICATION UNDER IRS CODE 401 1 EXHIBIT 5 (b) INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR G.P.O. BOX 1680 BROOKYLN, NY 11202 Employer Identification Number Date: June 21, 1995 04-2008039 File Folder Number: BAYBANKS, INC. 043000734 C/O C. STEPHEN PARKER, JR. Person to Contact: C/O MINTZ LEVIN COHN FERRIS ET AL PAULA ENG ONE FINANCIAL CENTER Contact Telephone Number: BOSTON, MA 02110 (718) 488-2422 Plan Name: BAYBANKS SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN Plan Number: 003 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated May 18, 1995. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). Your plan does not consider total compensation for purposes of figuring benefits. In operation, the provision may discriminate in favor of employees who are highly compensated. If this occurs, your plan will not remain qualified. This determination letter is applicable for the amendment(s) adopted on December 18, 1989. This plan satisfies the requirements of Code section 4975(e)(7). This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments 2 -2- BAYBANKS, INC. required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage- group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of the regulations with respect to the specific benefits, rights, or features for which you have provided information. This plan qualifies for Extended Reliance described in the last paragraph of Publication 794 under the caption "Limitations of a Favorable Determination Letter". This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Herbert J. Huff Herbert J. Huff District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum This determination letter includes the Twelfth to the Twenty-Fourth amendment. EX-23.(B) 4 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Bank of Boston Corporation We consent to the incorporation by reference, in this registration statement on Form S-8, of our report dated January 18, 1996 on our audits of the consolidated financial statements of Bank of Boston Corporation and Subsidiaries as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, incorporated by reference in the Corporation's 1995 Annual Report to Stockholders filed as Exhibit 13 to the Corporation's 1995 Annual Report on Form 10-K. /s/ Coopers & Lybrand, L.L.P. Boston, Massachusetts July 26, 1996 EX-23.(C) 5 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23(c) CONSENT OF INDEPENDENT AUDITORS The Board of Directors BayBanks, Inc.: We consent to the incorporation by reference in this registration statement on Form S-8 of Bank of Boston Corporation of the following reports: (i) our report dated January 18, 1996, with respect to the consolidated balance sheets of BayBanks, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, which report has been incorporated by reference in the Bank of Boston Corporation and BayBanks, Inc. Joint Proxy Statement-Prospectus dated March 18, 1996; and (ii) our report dated June 7, 1996, relating to the statements of financial condition of BayBanks Savings and Profit Sharing Plan, which is a part of BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan, as of December 31, 1995 and 1994, the related statements of income and changes in plan equity for each of the years in the three-year period ended December 31, 1995, and the related supplemental schedules, which report appears in the plan's Annual Report on Form 11-K for the year ended December 31, 1995. /s/ KPMG PEAT MARWICK LLP Boston, Massachusetts July 26, 1996 EX-24 6 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated. By so signing, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Bank of Boston Corporation (the "Corporation"), does hereby appoint Charles K. Gifford, William J. Shea, Bradford H. Warner, Robert T. Jefferson and Gary A. Spiess, and each of them severally, or if more than one acts, a majority of them, his or her true and lawful attorneys or attorney to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Corporation, the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Commission") with respect to the shares of the Corporation's Common Stock, par value $1.50 per share, to be issued pursuant to the 1978 Stock Option Plan for Key Employees of BayBanks, Inc. and Affiliates, the 1988 Stock Option Plan for Key Employees of BayBanks, Inc. and Affiliates and the BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan (including interests to be issued pursuant to such plan), and any and all amendments to said Registration Statement and all instruments necessary or incidental in connection therewith, and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them. SIGNATURE TITLE DATE --------- ----- ---- Chairman of the Board of Directors, Chief Executive /s/ CHARLES K. GIFFORD Officer and Director (Chief - --------------------------------- Executive Officer) July 26, 1996 (Charles K. Gifford) President and Chief /s/ HENRIQUE DE CAMPOS MEIRELLES Operating Officer July 26, 1996 - --------------------------------- and Director (Henrique de Campos Meirelles) Vice Chairman, Chief /s/ WILLIAM J. SHEA Financial Officer and - --------------------------------- Treasurer (Chief Financial July 26, 1996 (William J. Shea) Officer) /s/ ROBERT T. JEFFERSON Comptroller (Chief Accounting July 26, 1996 - ---------------------------------- Officer) (Robert T. Jefferson) 2 SIGNATURE TITLE DATE --------- ----- ---- /s/ WAYNE A. BUDD - ---------------------------- Director July 26, 1996 (Wayne A. Budd) /s/ WILLIAM F. CONNELL Director July 26, 1996 - ---------------------------- (William F. Connell) /s/ GARY L. COUNTRYMAN Director July 26, 1996 - ---------------------------- (Gary L. Countryman) /s/ ALICE F. EMERSON - ---------------------------- Director July 26, 1996 (Alice F. Emerson) /s/ THOMAS J. MAY - ---------------------------- Director July 26, 1996 (Thomas J. May) /s/ DONALD F. MCHENRY - ---------------------------- Director July 26, 1996 (Donald F. McHenry) /s/ PAUL C. O'BRIEN Director July 26, 1996 - ---------------------------- (Paul C. O'Brien) /s/ JOHN W. ROWE Director July 26, 1996 - ---------------------------- (John W. Rowe) /s/ RICHARD A. SMITH Director July 26, 1996 - ---------------------------- (Richard A. Smith) /s/ WILLIAM C. VAN FAASEN Director July 26, 1996 - ---------------------------- (William C. Van Faasen) /s/ THOMAS B. WHEELER Director July 26, 1996 - ---------------------------- (Thomas B. Wheeler) /s/ ALFRED M. ZEIEN - ---------------------------- Director July 26, 1996 (Alfred M. Zeien) -----END PRIVACY-ENHANCED MESSAGE-----