8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 17, 1998




                             BANKBOSTON CORPORATION
             (Exact name of registrant as specified in its charter)




Massachusetts                           1-6522               04-2471221
(State or other jurisdiction            Commission           (IRS Employer
  of incorporation)                     File Number)         Identification No.)



100 Federal Street, Boston, Massachusetts                   02110
(Address of principal executive offices)                  (Zip Code)



Registrant's telephone number, including area code:  (617) 434-2200



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Item 5.  Other Events.


         On December 17, 1998, the Board of Directors of BankBoston Corporation
(the "Corporation") renewed the Corporation's existing Rights Agreement dated as
of June 28, 1990, as amended (the "Existing Rights Agreement") between the
Corporation and BankBoston, N.A., as rights agent (the "Rights Agent") by
adopting a Renewed Rights Agreement between the Corporation and the Rights Agent
(the "Renewed Rights Agreement"). The terms of the Renewed Rights Agreement 
are substantially similar to those of the Existing Rights Agreement, other 
than as described below. Pursuant to the Renewed Rights Agreement, the
Corporation declared a dividend of one new right (a "New Right") for each share
of the Corporation's common stock, par value $1.00 per share (the "Common
Stock") outstanding upon the "Expiration Date" under the Existing Rights
Agreement (the "Record Date"), and for each share of Common Stock issued or
transferred from the Corporation's treasury between the Record Date and the
Distribution Date (as defined in the New Rights Agreement), and under certain
circumstances thereafter. The Record Date is expected to occur on July 12, 2000,
but may occur before then under certain circumstances.

         Each New Right will initially represent the right to purchase from 
the Corporation, upon the occurrence of certain events, one one-thousandth of 
a share of Junior Participating Preferred Stock, Series D, without par value, 
at a price of $160, subject to adjustment, upon the terms and subject to the 
conditions set forth in the Renewed Rights Agreement. The New Rights are 
redeemable under certain circumstances at $.01 per New Right and will expire 
on December 17, 2008, subject to extension or earlier redemption.

         In general, the New Rights will become exercisable upon the earlier of:
(a) ten business days (subject to extension by the Board of Directors) following
a public announcement by the Corporation that a person or group has acquired (i)
beneficial ownership of 10% or more of the Corporation's Common Stock or (ii)
voting securities representing 10% or more of the total voting power of the
Corporation or (b) ten business days (subject to extension by the Board of
Directors) after the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning (i) 10% or more of the
Corporation's Common Stock or (ii) voting securities representing 10% or more of
the total voting power of the Corporation.

         As with stockholder rights agreements generally, the Corporation's 
Renewed Rights Agreement is designed to enable the Corporation's Board of 
Directors to protect stockholder interests in the event of an unsolicited 
attempt to acquire the Corporation upon expiration of the Existing Rights 
Agreement. The Corporation's Renewed Rights Agreement is not aimed at 
preventing a takeover, but rather at better ensuring that any potential 
acquiror negotiates with the Corporation's Board of Directors prior to 
attempting a takeover. The Renewed Rights Agreement was not adopted in 
response to any specific effort to acquire control of the Corporation and 
management is not now aware of any such effort.

         This description of the provisions of the Renewed Rights Agreement and
the terms of the New Rights is qualified by reference to the Renewed Rights
Agreement, a copy of which is filed herewith and incorporated herein by
reference.


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Item 7.  Financial Statements and Exhibits.

(c)    Exhibits

        4       Renewed Rights Agreement, dated as of December 17, 1998, between
                BankBoston Corporation and BankBoston, N.A., as Rights Agent.


                                       3


                                   SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                   BANKBOSTON CORPORATION


Dated: December 28, 1998                           /s/ GARY A. SPIESS
                                                   ------------------
                                                   Gary A. Spiess
                                                   Executive Vice President and
                                                   General Counsel



                                       4

EX-4

                                                                       Exhibit 4

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                            Renewed Rights Agreement

                          Dated as of December 17, 1998

                                     Between

                             BANKBOSTON CORPORATION

                                       and

                                BANKBOSTON, N.A.

                                 as Rights Agent





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                                TABLE OF CONTENTS
                                -----------------


                                                                           
Section 1.      Certain Definitions...............................................1

Section 2.      Appointment of Rights Agent.......................................8

Section 3.      Issuance of Rights Certificates...................................8

Section 4.      Form of Rights Certificates......................................10

Section 5.      Countersignature and Registration................................12

Section 6.      Transfer, Split Up, Combination and
                Exchange of Rights Certificates;
                Mutilated, Destroyed, Lost or
                Stolen Rights Certificates.......................................12

Section 7.      Exercise of Rights; Purchase Price;
                Expiration Date of Rights........................................13

Section 8.      Cancellation and Destruction of
                Rights Certificates..............................................16

Section 9.      Reservation and Availability of
                Capital Stock....................................................16

Section 10.     Record Date for Securities Issued
                Upon Exercise or Exchange........................................18

Section 11.     Adjustment of Purchase Price,
                Number and Kind of Shares or Number
                of Rights........................................................19

Section 12.     Certificate of Adjusted Purchase
                Price or Number of Shares........................................29

Section 13.     Consolidation, Merger or Sale or
                Transfer of Assets or Earning
                Power............................................................29

Section 14.     Fractional Rights and Fractional
                Shares...........................................................34

Section 15.     Rights of Action.................................................35

Section 16.     Agreement of Rights Holders......................................36



                                       i





                                                                           
Section 17.     Rights Certificate Holder Not
                Deemed a Stockholder.............................................36

Section 18.     Concerning the Rights Agent......................................37

Section 19.     Merger or Consolidation or Change
                of Name of Rights Agent..........................................37

Section 20.     Duties of Rights Agent...........................................38

Section 21.     Change of Rights Agent...........................................41

Section 22.     Issuance of New Rights Certificates..............................42

Section 23.     Redemption and Termination.......................................42

Section 24.     Exchange.........................................................43

Section 25.     Notice of Certain Events.........................................45

Section 26.     Notices..........................................................46

Section 27.     Supplements and Amendments.......................................46

Section 28.     Successors.......................................................47

Section 29.     Determinations and Actions by the
                Board, etc.......................................................47

Section 30.     Benefits of this Agreement.......................................48

Section 31.     Severability.....................................................48

Section 32.     Governing Law....................................................48

Section 33.     Counterparts.....................................................49

Section 34.     Descriptive Headings.............................................49


                                       ii




                            RENEWED RIGHTS AGREEMENT


                  RENEWED RIGHTS AGREEMENT, dated as of December 17, 1998,
between BankBoston Corporation, a Massachusetts corporation (the "Company"), and
BankBoston, N.A., a national banking association (the "Rights Agent").

                               W I T N E S S E T H

                  WHEREAS, on June 28, 1990, the Board of Directors of the
Company (the "Board") adopted a stockholder rights plan (the "1990 Rights Plan")
and executed a Rights Agreement, dated as of June 28, 1990, between the Company
and the Rights Agent (as amended, the "1990 Agreement");

                  WHEREAS, the 1990 Agreement is scheduled to expire on
July 12, 2000;

                  WHEREAS, on December 17, 1998, the Board determined it
desirable and in the best interests of the Company and its stockholders for the
Company to renew the 1990 Agreement upon its expiration and to implement such
renewal by executing this Agreement (as hereinafter defined) and declaring the
dividend distribution referred to in the next WHEREAS clause; and

                  WHEREAS, on December 17, 1998 (the "Rights Dividend
Declaration Date"), the Board authorized and declared a dividend distribution of
one Right (as hereinafter defined) for each share of Common Stock (as
hereinafter defined) of the Company outstanding upon the "Expiration Date"
under the 1990 Agreement (the "Record Date") and authorized the issuance of one
Right (as such number may hereafter be adjusted pursuant to the provisions of
Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the
Company issued between the Record Date (whether originally issued or delivered
from the Company's treasury) and the Distribution Date (as hereinafter defined),
and under certain circumstances thereafter, each Right initially representing
the right to purchase one one-thousandth of a share of Preferred Stock (as
hereinafter defined), upon the terms and subject to the conditions hereinafter
set forth (the "Rights");

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereby agree as follows:

                  Section 1.  Certain Definitions.  For purposes of this
Agreement (as hereinafter defined), the following terms have the
meanings indicated:

                           (a)  "Acquiring Person" shall mean any Person (as
hereinafter defined) who or which, together with all Affiliates




and Associates (as hereinafter defined) of such Person, shall be the Beneficial
Owner (as hereinafter defined) of either (i) 10% or more of the shares of Common
Stock of the Company then outstanding or (ii) Voting Securities (as hereinafter
defined) representing 10% or more of the Total Voting Power (as hereinafter
defined), but in either case shall not include an Exempt Person (as hereinafter
defined).

                           (b)  "Act" shall mean the Securities Act of 1933,
as amended.

                           (c)  "Adjustment Shares" shall have the meaning
set forth in Section 11(a)(ii) hereof.

                           (d)  "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act (as herein after defined).

                           (e)  "Agreement" shall mean this Renewed Rights
Agreement as originally executed or as it may from time to time be supplemented,
amended, renewed, restated or extended pursuant to the applicable provisions
hereof.

                           (f)  A Person shall be deemed the "Beneficial
Owner" of, and shall be deemed to "beneficially own," any securities:

                                (i) which such Person or any of such
         Person's Affiliates or Associates, directly or indirectly, owns or has
         the right to acquire (whether such right is exercisable immediately or
         only after the passage of time) pursuant to any agreement, arrangement
         or understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, rights, warrants, options or
         otherwise; provided, however, that a Person shall not be deemed the
         "Beneficial Owner" of, or to "beneficially own," (A) securities
         tendered pursuant to a tender or exchange offer made by or on behalf of
         such Person or any of such Person's Affiliates or Associates until such
         tendered securities are accepted for purchase or exchange, or (B)
         securities issuable upon exercise of Rights at any time prior to the
         occurrence of a Triggering Event (as hereinafter defined), or (C)
         securities issuable upon exercise of Rights from and after the
         occurrence of a Triggering Event which Rights are Original Rights (as
         hereinafter defined) or securities issued pursuant to Section 11(i) or
         Section 11(p) hereof in connection with an adjustment made with respect
         to any Original Rights;



                                       2



                                (ii) which such Person or any of such 
         Person's Affiliates or Associates, directly or indirectly, has the 
         right to vote or dispose of or has "beneficial ownership" of (as 
         determined pursuant to Rule 13d-3 of the General Rules and 
         Regulations under the Exchange Act), including pursuant to any 
         agreement, arrangement or understanding, whether or not in writing; 
         provided, however, that a Person shall not be deemed the "Beneficial 
         Owner" of, or to "beneficially own," any security under this 
         subparagraph (ii) as a result of an agreement, arrangement or 
         understanding, whether or not in writing, to vote such security if 
         such agreement, arrangement or understanding: (A) arises solely from 
         a revocable proxy or consent given in response to a public proxy or 
         consent solicitation made pursuant to, and in accordance with, the 
         applicable provisions of the General Rules and Regulations under the 
         Exchange Act and (B) is not also then reportable by such Person on 
         Schedule 13D under the Exchange Act (or any comparable or successor 
         statement); or

                                (iii) which are beneficially owned, directly or 
         indirectly, by any other Person (or any Affiliate or Associate thereof)
         with which such Person (or any of such Person's Affiliates or
         Associates) has any agreement, arrangement or understanding (whether
         or not in writing), for the purpose of acquiring, holding, voting
         (except pursuant to a revocable proxy as described in clause (A) of
         the proviso to subparagraph (ii) of this paragraph (f)) or disposing
         of any voting securities of the Company;

provided, however, that nothing in this paragraph (f) shall cause a Person
engaged in business as an underwriter of securities to be the "Beneficial Owner"
of, or to be deemed to "beneficially own," any securities acquired or which that
Person has the right to acquire through such Person's participation in good
faith in a firm commitment underwriting until the expiration of 40 days after
the date of such acquisition.

                           (g)  "Board" shall have the meaning set forth in
the first "WHEREAS" clause at the beginning of this Agreement.

                           (h)  "Business Day" shall mean any day other than
a Saturday, Sunday or day on which banking institutions in the Commonwealth of
Massachusetts are authorized or obligated by law or executive order to close.

                           (i)  "Certificate of Vote of Directors" shall mean 
the Certificate of Vote of Directors Establishing a Series of a Class of 
Stock (a form of which was attached as Exhibit A to the


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1990 Agreement), as filed with the Secretary of State of the Commonwealth of
Massachusetts on June 29, 1990.

                           (j)  "Close of Business" on any given date shall
mean 5:00 P.M., Boston, Massachusetts time, on such date; provided, however,
that if such date is not a Business Day, it shall mean 5:00 P.M., Boston,
Massachusetts time, on the next succeeding Business Day.

                           (k)  "Common Stock" when used in reference to the
Company shall mean the common stock, par value $1.00 per share, of the 
Company or any other shares of capital stock of the Company into which such 
stock shall be reclassified or changed. "Common Stock" when used with 
reference to any Person other than the Company organized in corporate form 
shall mean (i) the capital stock or other equity interest in such Person with 
the greatest voting power, (ii) the equity securities or other equity 
interest having power to control or direct the management of such Person or 
(iii) if such Person is a Subsidiary (as hereinafter defined) of another 
Person, the capital stock, equity securities of or other equity interest in 
the Person or Persons which ultimately control such first-mentioned Person 
and which has issued any such outstanding capital stock, equity securities or 
equity interest. "Common Stock" when used with reference to any Person not 
organized in corporate form shall mean units of beneficial interest which (x) 
represent the right to participate generally in the profits and losses of 
such Person (including without limitation any flow-through tax benefits 
resulting from an ownership interest in such Person) and (y) are entitled to 
exercise the greatest voting power of such Person or, in the case of a 
limited partnership, have the power to remove the general partner or partners.

                           (l)  "Common Stock Equivalents" shall have the
meaning set forth in Section 11(a)(iii) hereof.

                           (m)  "Company" shall have the meaning set forth in 
the first paragraph of this Agreement until a successor corporation or entity 
shall have become such or until a Principal Party (as hereinafter defined) 
shall assume, and thereafter be liable for, all obligations and duties of the 
Company hereunder pursuant to the applicable provisions of this Agreement, 
and thereafter, "Company" shall mean such successor or Principal Party, 
respectively.

                           (n)  "Current Market Price" shall have the
meaning set forth in Section 11(d) hereof.

                           (o)  "Current Value" shall have the meaning set
forth in Section 11(a)(iii) hereof.


                                       4


                           (p)  "Distribution Date" shall have the meaning
set forth in Section 3(a) hereof.

                           (q)  "Equivalent Preferred Stock" shall have the
meaning set forth in Section 11(b) hereof.

                           (r)  "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

                           (s)  "Exchange Ratio" shall have the meaning set
forth in Section 24(a) hereof.

                           (t)  "Exempt Person" shall mean: (i) the Company;
(ii) any Subsidiary of the Company; (iii) any employee benefit plan or employee
stock plan of the Company or of any Subsidiary of the Company; (iv) any Person
or entity organized, appointed, established or holding Voting Securities of the
Company by, for or pursuant to the terms of any such plan; (v) any Person who
would otherwise become an Acquiring Person solely as a result of a reduction in
the number of shares of Common Stock of the Company or other Voting Securities
outstanding due to the repurchase of shares of such Common Stock or other
Voting Securities by the Company, as the case may be, unless and until any such
Person referred to in this clause (v) shall purchase or otherwise become the
Beneficial Owner of additional shares of Common Stock of the Company
constituting one percent or more of the then outstanding shares of Common Stock
of the Company or additional Voting Securities representing one percent or more
of the Total Voting Power; or (vi) any Person who (A) is the Beneficial Owner of
less than 15% of the Common Stock of the Company then outstanding or Voting
Securities representing less than 15% of the Total Voting Power and has reported
such ownership on Schedule 13G under the Exchange Act (or any comparable or
successor report) or on Schedule 13D under the Exchange Act (or any comparable
or successor report) which Schedule 13D does not state any intention to, or
reserve the right to, control or influence the management or policies of the
Company or engage in any of the actions specified in Item 4 of such Schedule
(other than the disposition of Common Stock of the Company or Voting
Securities), (B) within 10 Business Days of being requested by the Company to
advise the Company regarding its intentions, certifies to the Company that such
Person acquired such shares of Common Stock of the Company in excess of 9.99% or
Voting Securities representing in excess of 9.99% of the Total Voting Power
inadvertently or without knowledge of the terms of the Rights, (C) the Company
determines acquired shares of Common Stock of the Company in excess of 9.99% or
Voting Securities representing in excess of 9.99% of the Total Voting Power
inadvertently or without knowledge of the terms of the Rights and (D) together
with its Affiliates and Associates, thereafter does not acquire any additional
shares of Common Stock of the Company or Voting Securities while the Beneficial
Owner of 10% or more of the shares of Common Stock


                                       5


of the Company then outstanding or of Voting Securities representing 10% or
more of the Total Voting Power.

                           (u)  "Expiration Date" shall have the meaning set
forth in Section 7(a) hereof.

                           (v)  "Final Expiration Date" shall mean the Close
of Business on December 17, 2008.

                           (w)  "Original Rights" shall mean Rights acquired
by a Person or any of such Person's Affiliates or Associates prior to the
Distribution Date or issued pursuant to Section 22 hereof.

                           (x)  "Outside Directors" shall mean the members
of the Board who are not officers of the Company or any of its Subsidiaries and
who are not Acquiring Persons or representatives, nominees, Affiliates or
Associates of any Acquiring Person.

                           (y)  "Person" shall mean any individual, firm,
corporation, partnership, trust or other entity and includes without limitation
an unincorporated group of persons who, by formal or informal agreement or
arrangement, whether or not in writing, have embarked on a common purpose or
act.

                           (aa)  "Preferred Stock" shall mean shares of
Junior Participating Preferred Stock, Series D, no par value per share, of the
Company having the rights, powers and preferences set forth in the Certificate
of Vote of Directors Establishing a Class or Series of Stock substantially in
the form attached as Exhibit A hereto to be filed with the Secretary of the
Commonwealth of the Commonwealth of Massachusetts on the Record Date.

                           (bb)  "Principal Party" shall have the meaning set
forth in Section 13(b) hereof.

                           (cc)  "Purchase Price" shall have the meaning set
forth in Section 4(a) hereof.

                           (dd)  "Record Date" shall have the meaning set
forth in the fourth "WHEREAS" clause at the beginning of this
Agreement.

                           (ee)  "Redemption Price" shall have the meaning
set forth in Section 23(a) hereof.

                           (ff)  "Rights" shall have the meaning set forth in
the fourth "WHEREAS" clause at the beginning of this Agreement.

                           (gg)  "Rights Agent" shall mean the Person named
as the "Rights Agent" in the first paragraph of this Agreement


                                       6


until a successor Rights Agent shall have become such pursuant to the applicable
provisions hereof, and thereafter, "Rights Agent" shall mean such successor
Rights Agent. If at any time there is more than one Person appointed by the
Company as Rights Agent pursuant to the applicable provisions of this Agreement,
"Rights Agent" shall mean and include each such Person.

                           (hh)  "Rights Certificate" shall have the meaning
set forth in Section 3(a) hereof.

                           (ii)  "Rights Dividend Declaration Date" shall
have the meaning set forth in the fourth "WHEREAS" clause at the
beginning of this Agreement.

                           (jj)  "Section 11(a)(ii) Event" shall have the
meaning set forth in Section 11(a)(ii) hereof.

                           (kk)  "Section 11(a)(ii) Trigger Date" shall have
the meaning set forth in Section 11(a)(iii) hereof.

                           (ll)  "Section 13 Event" shall have the meaning
set forth in Section 13(a) hereof.

                           (mm)  "Spread" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                           (nn)  "Stock Acquisition Date" shall mean the
first date of public announcement by the Company that an Acquiring Person has
become such.

                           (oo)  "Subsidiary" shall mean, with reference to
any Person, any corporation or other entity of which securities or other
ownership interest having ordinary voting power sufficient, in the absence of
contingencies, to elect a majority of the board of directors or other persons
performing similar functions of such corporation or other entity are at the time
directly or indirectly beneficially owned or otherwise controlled by such Person
and any Affiliate or Associate of such Person.

                           (pp)  "Substitution Period" shall have the meaning
set forth in Section 11(a)(iii) hereof.

                           (qq)  "Summary of Rights" shall have the meaning
set forth in Section 3(b) hereof.

                           (rr)  "Total Voting Power" on any given date shall
mean the total number of votes eligible to be cast in a general election of
directors of the Company.

                           (ss)  "Trading Day" shall have the meaning set
forth in Section 11(d)(i) hereof.


                                       7



                           (tt)  "Triggering Event" shall mean any Section
11(a)(ii) Event or any Section 13 Event.

                           (uu)  "Voting Securities" shall mean shares of any
class or classes of capital stock of the Company, or any series thereof,
entitled to vote generally in the election of directors, including without
limitation shares of the Common Stock of the Company.

                  Section 2. Appointment of Rights Agent. The Company has
appointed the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Stock of the Company) in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable, upon 10 days' prior
written notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of any
such Co-Rights Agent. In the event the Company appoints one or more Co-Rights
Agents, the respective duties of the Rights Agent and any Co-Rights Agents shall
be as the Company shall determine, and any actions which may be taken by the
Rights Agent pursuant to the terms of this Agreement may be taken by any such
Co-Rights Agent.

                  Section 3.  Issuance of Rights Certificates.

                           (a)  Until the earlier of (i) the Close of 
Business on the tenth Business Day (or such specified or unspecified later 
date as may be determined by the Board before the occurrence of a 
Distribution Date) after the Stock Acquisition Date (or, if the tenth 
Business Day (or such later date) after the Stock Acquisition Date occurs 
before the Record Date, the Close of Business on the Record Date) or (ii) the 
Close of Business on the tenth Business Day (or such specified or unspecified 
later date as may be determined by the Board before the occurrence of a 
Distribution Date) after the date that a tender or exchange offer by any 
Person (other than an Exempt Person) is first published or sent or given 
within the meaning of Rule 14d-2(a) of the General Rules and Regulations 
under the Exchange Act if upon consummation thereof such Person would be the 
Beneficial Owner of (A) 10% or more of the shares of Common Stock of the 
Company then outstanding or (B) Voting Securities representing 10% or more of 
the Total Voting Power (the earlier of (i) and (ii) being herein referred to 
as the "Distribution Date"), (x) the Rights will be evidenced (subject to the 
provisions of paragraphs (b) and (c) of this Section 3) by the certificates 
for the Common Stock of the Company registered in the names of the holders 
thereof (which certificates shall be deemed also to be certificates for 
Rights) and not by separate certificates, and (y) the Rights will be 
transferable only in connection with the transfer of the underlying


                                       8


shares of Common Stock of the Company (including a transfer to the Company). As
soon as practicable after the Distribution Date, the Rights Agent will send by
first-class, insured, postage prepaid mail, to each record holder of the Common
Stock of the Company as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, one or more
rights certificates, substantially in the form attached hereto as Exhibit B (the
"Rights Certificates"), evidencing one Right for each share of Common Stock of
the Company so held, subject to adjustment as provided herein. In the event that
an adjustment in the number of Rights per share of Common Stock of the Company
has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of
distribution of the Rights Certificates, the Company shall not be required to
issue Rights Certificates evidencing fractional Rights, but may, in lieu
thereof, make the necessary and appropriate rounding adjustments (in accordance
with Section 14(a) hereof) so that Rights Certificates representing only whole
numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates.

                           (b)  The Company sent a copy of a Summary of
Rights, in substantially the form attached as Exhibit C to the 1990 Agreement
(the "Summary of Rights"), by first-class, postage prepaid mail, to each record
holder of the Common Stock of the Company as of the Close of Business on July
12, 1990, at the address of such holder then shown on the records of the
Company. With respect to certificates for the Common Stock of the Company
outstanding as of the Record Date, as set forth in paragraph (a) above, until
the earlier of the Distribution Date or the Expiration Date, the Rights will be
evidenced by (i) such certificates for the Common Stock of the Company with or
without a copy of the Summary of Rights attached, or (ii) certificates for the
Common Stock of the Company as legended pursuant to the terms of the 1990
Agreement, and the registered holders of the Common Stock of the Company shall
also be the registered holders of the associated Rights. Until the earlier of
the Distribution Date or the Expiration Date, the transfer of any certificates
representing shares of Common Stock of the Company in respect of which Rights
have been issued shall also constitute the transfer of the Rights associated
with such shares of Common Stock of the Company.

                           (c)  Rights shall be issued in respect of all
shares of Common Stock of the Company which are issued (whether originally
issued or from the Company's treasury) after the Record Date but prior to the
earlier of the Distribution Date or the Expiration Date, and to the extent
provided in Section 22 hereof, in respect of shares of Common Stock of the
Company issued after the Distribution Date and prior to the Expiration Date.
Certificates representing such shares of Common Stock of the Company shall also
be deemed to be certificates for Rights,


                                       9



and shall, as promptly as practicable following the Record Date,
bear the following legend:

                  This certificate also evidences and entitles the holder hereof
         to certain Rights as set forth in the Renewed Rights Agreement between
         BankBoston Corporation (the "Company") and BankBoston, N.A. (the
         "Rights Agent") dated as of December 17, 1998, as the same may be
         amended, restated, renewed or extended from time to time (the "Rights
         Agreement"), the terms of which are hereby incorporated herein by
         reference and a copy of which is on file at the principal offices of
         the Company. Under certain circumstances, as set forth in the Rights
         Agreement, such Rights will be evidenced by separate certificates and
         will no longer be evidenced by this certificate. The Company will mail
         to the holder of this certificate a copy of the Rights Agreement, as
         in effect on the date of mailing, without charge, promptly after
         receipt of a written request therefor. Under certain circumstances set
         forth in the Rights Agreement, Rights beneficially owned (as such term
         is defined in the Rights Agreement) by any Person who is, was or
         becomes an Acquiring Person or any Affiliate or Associate thereof (as
         such terms are defined in the Rights Agreement), whether currently held
         by or on behalf of such Person or by any subsequent holder, may become
         null and void. The Rights shall not be exercisable, and shall be void
         so long as held, by a holder in any jurisdiction where the requisite
         qualification to the issuance to such holder, or the exercise by such
         holder, of the Rights in such jurisdiction shall not have been obtained
         or be obtainable.

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock of the Company represented by such certificates
shall be evidenced by such certificates alone, and registered holders of Common
Stock of the Company shall also be the registered holders of the associated
Rights, and the transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Common Stock of the Company
represented by such certificates.

                  Section 4.  Form of Rights Certificates.

                           (a)  The Rights Certificates (and the forms of
election to purchase, assignment and certificate contained therein to be printed
on the reverse thereof) shall each be substantially in the form attached hereto
as Exhibit B and may have such marks of identification or designation and such
legends,


                                       10


summaries or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Rights may from time to time be listed, or to conform to usage. Subject to
the provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase such number of one one-thousandths
of a share of Preferred Stock as shall be set forth therein at the exercise
price set forth therein (such exercise price per one one-thousandth of a share
of Preferred Stock, as adjusted from time to time hereunder, the "Purchase
Price"), but the amount and type of securities purchasable upon the exercise of
each Right and the Purchase Price thereof shall be subject to adjustment as
provided herein.

                           (b)  Any Rights Certificate issued pursuant to 
Section 3(a) or Section 22 hereof that represents Rights beneficially owned 
by: (i) an Acquiring Person or any Affiliate or Associate of an Acquiring 
Person, (ii) a transferee of an Acquiring Person (or of any such Affiliate or 
Associate) who becomes a transferee after the Acquiring Person becomes such 
or (iii) a transferee of an Acquiring Person (or of any such Associate or 
Affiliate) who becomes a transferee prior to or concurrently with the 
Acquiring Person becoming such and receives such Rights pursuant to either 
(A) a transfer (whether or not for consideration) from the Acquiring Person 
to holders of equity interests in such Acquiring Person or to any Person with 
whom such Acquiring Person has any continuing agreement, arrangement or 
understanding (whether or not in writing) regarding the transferred Rights or 
(B) a transfer which the Board, in its sole discretion, has determined is 
part of a plan, arrangement or understanding which has as a primary purpose 
or effect avoidance of the provisions of Section 7(e) hereof, and any Rights 
Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, 
exchange, replacement or adjustment of any other Rights Certificate referred 
to in this sentence, shall contain (to the extent feasible) the following 
legend:

         The Rights represented by this Rights Certificate are or were
         beneficially owned by a Person who is, was or became an Acquiring
         Person or an Affiliate or Associate of an Acquiring Person (as such
         terms are defined in the Renewed Rights Agreement). Accordingly, this
         Rights Certificate and the Rights represented hereby may become null
         and void in the circumstances specified in Section 7(e) of such
         Agreement.


                                       11


                  Section 5.  Countersignature and Registration.

                           (a)  The Rights Certificates shall be executed
under seal on behalf of the Company by its Chairman of the Board, its President
or any Vice President and by its Treasurer or any Assistant Treasurer, either
manually or by facsimile signature, and may have affixed thereto the Company's
seal or a facsimile thereof. The Rights Certificates shall be manually
countersigned by an authorized signatory of the Rights Agent and shall not be
valid for any purpose unless so countersigned. In case any officer of the
Company who shall have signed any of the Rights Certificates shall cease to be
such officer of the Company before countersignature by an authorized signatory
of the Rights Agent and issuance and delivery by the Company, such Rights
Certificates, nevertheless, may be countersigned by an authorized signatory of
the Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Rights Certificates had not ceased
to be such officer of the Company; and any Rights Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Rights Certificate, shall be a proper officer of the Company to sign such
Rights Certificate, although at the date of the execution of this Agreement any
such person was not such an officer.

                           (b)  Following the Distribution Date, the Rights
Agent will keep or cause to be kept, at its principal office or offices 
designated as the appropriate place for surrender of Rights Certificates upon 
exercise or transfer, books for registration and transfer of the Rights 
Certificates issued hereunder. Such books shall show the names and addresses 
of the respective holders of the Rights Certificates, the number of Rights 
evidenced on its face by each of the Rights Certificates and the date of each 
of the Rights Certificates.

                  Section 6.  Transfer, Split Up, Combination and Exchange of 
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

                           (a)  Subject to the provisions of Section 4(b),
Section 7(e), Section 14 and Section 24 hereof, at any time after the Close of
Business on the Distribution Date, and at or prior to the Close of Business on
the Expiration Date, any Rights Certificate or Rights Certificates may be
transferred, split up, combined or exchanged for another Rights Certificate or
Rights Certificates, entitling the registered holder to purchase a like number
of one one-thousandths of a share of Preferred Stock (or, following the
occurrence of a Triggering Event, Common Stock of the Company, other securities,
cash or other assets, as the case may be) as the Rights Certificate or Rights
Certificates surrendered then entitled such holder (or former holder in the
case of a transfer) to purchase. Any registered holder desiring to


                                       12



transfer, split up, combine or exchange any Rights Certificate or Rights
Certificates shall make such request in writing delivered to the Rights Agent
and shall surrender the Rights Certificate or Rights Certificates to be
transferred, split up, combined or exchanged, with the forms of assignment and
certificate contained therein duly executed, at the principal office or offices
of the Rights Agent designated for such purpose. Neither the Rights Agent nor
the Company shall be obligated to take any action whatsoever with respect to the
transfer or exchange of any such surrendered Rights Certificate or Rights
Certificates until the registered holder shall have completed and signed the
certificate contained in the form of assignment on the reverse side of such
Rights Certificate or Rights Certificates and shall have provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e), Section 14 and Section 24 hereof, countersign and deliver to the
Person entitled thereto a Rights Certificate or Rights Certificates, as the case
may be, as so requested. The Company may require payment from the holder of a
Rights Certificate of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or ex
change of Rights Certificates.

                           (b)  Upon receipt by the Company and the Rights
Agent of evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a valid Rights Certificate and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them
and reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Rights Certificate if mutilated, the Company will execute and deliver a new
Rights Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered owner in lieu of the Rights Certificate so lost,
stolen, destroyed or mutilated.

                  Section 7.  Exercise of Rights; Purchase Price; Expiration 
Date of Rights.

                           (a)  Subject to Section 7(e) hereof, the 
registered holder of any Rights Certificate may exercise the Rights evidenced 
thereby (except as otherwise provided herein, including without limitation 
the restrictions on exercisability set forth in Section 9(c), Section 
11(a)(iii), Section 23(a) and Section 24 hereof) in whole or in part at any 
time after the Distribution Date upon surrender of the Rights Certificate, 
with the form of election to purchase and the certificate contained therein 
duly executed, to the Rights Agent at the principal office or offices of the 
Rights Agent designated for such purpose, together with payment of the 
aggregate Purchase Price, as such amount may be


                                       13



reduced pursuant to Section 11(a)(iii) hereof, with respect to the total number
of one one-thousandths of a share of Preferred Stock (or, following the
occurrence of a Triggering Event, Common Stock of the Company, other securities,
cash or other assets, as the case may be) as to which such surrendered Rights
are then exercisable, at or prior to the earliest of (i) the Final Expiration
Date, (ii) the time at which the Rights are redeemed as provided in Section 23
hereof, (iii) the time at which the Rights expire pursuant to Section 13(d)
hereof and (iv) as to individual Rights, the time at which such Rights are
exchanged as provided in Section 24 hereof (the earliest of (i), (ii), (iii) and
(iv) being herein referred to as the "Expiration Date").

                           (b)  The Purchase Price for each one 
one-thousandth of a share of Preferred Stock pursuant to the exercise of a 
Right shall initially be $160, shall be subject to adjustment from time to 
time as provided in Sections 11 and 13(a) hereof and shall be payable in 
accordance with paragraph (c) below.

                           (c)  Upon receipt of a Rights Certificate 
representing exercisable Rights, with the form of election to purchase and 
the certificate contained therein duly executed, accompanied by payment, with 
respect to each Right so exercised, of the Purchase Price, as such amount may 
be reduced pursuant to Section 11(a)(iii) hereof, per one one-thousandth of a 
share of Preferred Stock (or, following the occurrence of a Triggering Event, 
for Common Stock of the Company, other securities, cash or other assets, as 
the case may be) to be purchased as set forth below and an amount equal to 
any applicable transfer tax, the Rights Agent shall, subject to Sections 7(f) 
and 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer 
agent of the shares of Preferred Stock (or make available, if the Rights 
Agent is the transfer agent for such shares) certificates for the total 
number of one one-thousandths of a share of Preferred Stock to be purchased 
(and the Company hereby irrevocably authorizes its transfer agent to comply 
with all such requests) or (B) if the Company shall have elected to deposit 
the total number of shares of Preferred Stock issuable upon exercise of the 
Rights hereunder with a depositary agent, requisition from the depositary 
agent depositary receipts representing such number of one one-thousandths of 
a share of Preferred Stock as are to be purchased (in which case certificates 
for the shares of Preferred Stock represented by such receipts shall be 
deposited by the transfer agent with the depositary agent) and the Company 
will direct the depositary agent to comply with such request, (ii) 
requisition from the Company the amount of cash, if any, to be paid in lieu 
of fractional shares in accordance with Section 14 hereof, (iii) after 
receipt of such certificates or depositary receipts, cause the same to be 
delivered to or upon the order of the registered holder of such Rights 
Certificate, registered in such name or names as may be designated by such 
holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon 
the order of the


                                       14



registered holder of such Rights Certificate. The payment of the Purchase Price,
as such amount may be reduced pursuant to Section 11(a)(iii) hereof, shall be
made in cash or by certified check, cashier's check or bank draft payable to the
order of the Company. In the event that the Company is obligated to issue other
securities (including Common Stock) of the Company, pay cash or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash or other property are
available for distribution by the Rights Agent, if and when appropriate. The
Company reserves the right to require prior to the occurrence of a Triggering
Event that, upon any exercise of Rights, a number of Rights be exercised so that
only whole shares of Preferred Stock would be issued.

                           (d)  In case the registered holder of any Rights
Certificate shall exercise less than all of the Rights evidenced thereby, a new
Rights Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent and delivered to, or upon the
order of, the registered holder of such Rights Certificate, registered in such
name or names as may be designated by such holder, subject to the provisions of
Section 14 hereof.

                           (e)  Notwithstanding anything in this Agreement to 
the contrary, from and after the first occurrence of a Section 11(a)(ii) 
Event, any Rights beneficially owned by (i) an Acquiring Person or an 
Affiliate or Associate of an Acquiring Person which the Board in its sole 
discretion determines is or was involved in or caused or facilitated, 
directly or indirectly (including through any change in the Board), such 
Section 11(a)(ii) Event, (ii) a transferee of any such Acquiring Person (or 
of any such Affiliate or Associate) who becomes a transferee after such 
Acquiring Person becomes such or (iii) a transferee of any such Acquiring 
Person (or of any such Affiliate or Associate) who becomes a transferee prior 
to or concurrently with such Acquiring Person becoming such and receives such 
Rights pursuant to either (A) a transfer (whether or not for consideration) 
from such Acquiring Person to holders of equity interests in such Acquiring 
Person or to any Person with whom such Acquiring Person has any continuing 
agreement, arrangement or understanding (whether or not in writing) regarding 
the transferred Rights or (B) a transfer which the Board has determined is 
part of a plan, arrangement or understanding which has as a primary purpose 
or effect the avoidance of this Section 7(e), shall become null and void 
without any further action, and no holder of such Rights shall have any 
rights whatsoever with respect to such Rights, whether under any provision of 
this Agreement or otherwise. The Company shall use all reasonable efforts to 
ensure that the provisions of this Section 7(e) and Section 4(b) hereof are 
complied with, but shall have no liability to any holder of Rights 
Certificates or other Person as a result of its failure to


                                       15


make any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder.

                           (f)  Notwithstanding anything in this Agreement to
the contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder of any Rights
Certificate upon the occurrence of any purported assignment or exercise as set
forth in this Section 7 unless such registered holder shall have (i) completed
and signed the certificate contained in the form of assignment or election to
purchase set forth on the reverse side of the Rights Certificate surrendered
for such assignment or exercise and (ii) provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company shall reasonably request.

                  Section 8. Cancellation and Destruction of Rights 
Certificates. All Rights Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company
or any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all cancelled Rights Certificates to the Company or shall,
at the written request of the Company, destroy such cancelled Rights
Certificates and, in such case, shall deliver a certificate of destruction
thereof to the Company.

                  Section 9.  Reservation and Availability of Capital Stock.

                           (a)  The Company covenants and agrees that, from
and after the Distribution Date, it will cause to be reserved and kept available
out of its authorized and unissued shares of Preferred Stock (and, following the
occurrence of a Triggering Event, out of its authorized and unissued shares of
Common Stock or other securities or out of its authorized and issued shares held
in its treasury), the number of shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock of the Company, other securities,
cash or other assets, as the case may be) that, as provided in this Agreement
(including Section 11(a)(iii) hereof), will be sufficient to permit the exercise
in full of all outstanding Rights.

                           (b)  So long as the shares of Preferred Stock
(and, following the occurrence of a Triggering Event, Common
Stock of the Company or other securities, as the case may be)


                                       16


issuable and deliverable upon the exercise or exchange of the Rights may be
listed on any national securities exchange, the Company shall use all reasonable
efforts to cause, from and after such time as the Rights become exercisable, all
shares reserved for such issuance to be listed on such exchange upon official
notice of issuance upon such exercise or exchange.

                           (c)  The Company shall use all reasonable efforts
to (i) file, as soon as practicable following the earliest date after the first
occurrence of a Triggering Event in which the consideration to be delivered by
the Company upon exercise of the Rights has been determined in accordance with
this Agreement, or as soon as is required by law following the Distribution
Date, as the case may be, a registration statement under the Act on an
appropriate form with respect to the securities purchasable upon exercise or
exchange of the Rights, (ii) cause such registration statement to become
effective as soon as practicable after such filing and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities and (B) the
Expiration Date. The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or "blue sky" laws of the
various states and other jurisdictions in connection with the exercisability of
the Rights. The Company may, acting by resolution of the Board, temporarily
suspend, for a period of time not to exceed 90 days after the date set forth in
clause (i) of the first sentence of this Section 9(c), the exercisability of the
Rights in order to prepare and file such registration statement and permit it to
become effective. In the event of any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended and shall issue a public announcement at such time as the
suspension is no longer in effect. In addition, if the Company shall determine
that a registration statement is required in other circumstances following the
Distribution Date, the Company may similarly temporarily suspend the
exercisability of the Rights until such time as a registration statement has
been declared effective. Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained, the
exercise thereof shall not otherwise be permitted under applicable law or a
registration statement shall not have been declared effective.

                           (d)  The Company covenants and agrees that it will
take all such action as may be necessary to ensure that all one one-thousandths
of a share of Preferred Stock (and, following the occurrence of a Triggering
Event, Common Stock of the Company or other securities, as the case may be)
delivered upon exercise or exchange of Rights shall, at the time of delivery of
the certificates 


                                       17


for such shares (subject to payment of the Purchase Price therefor, as such
amount may be reduced pursuant to Section 11(a)(iii) hereof), be duly and
validly authorized and issued and fully paid and nonassessable.

                           (e)  The Company further covenants and agrees
that, except as set forth in Section 6(a) hereof and this Section 9(e), it will
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the
Rights Certificates and of any certificates for a number of one one-thousandths
of a share of Preferred Stock (or Common Stock or other securities, as the case
may be) upon the exercise or exchange of Rights. The Company shall not, however,
be required to pay any transfer tax which may be payable in respect of any
transfer or delivery of Rights Certificates to a Person other than, or the
issuance or delivery of a number of one one-thousandths of a share of Preferred
Stock (or Common Stock or other securities, as the case may be) in respect of a
name other than that of, the registered holder of the Rights Certificates
evidencing Rights surrendered for exercise or exchange, nor shall the Company
be required to issue or deliver any certificates for a number of one
one-thousandths of a share of Preferred Stock (or Common Stock or other
securities, as the case may be) in a name other than that of the registered
holder upon the exercise or exchange of any Rights until such tax shall have
been paid (any such tax being payable by the holder of such Rights Certificate
at the time of surrender) or until it has been established to the Company's
satisfaction that no such tax is due.

                  Section 10. Record Date for Securities Issued Upon Exercise 
or Exchange. Each Person in whose name any certificate for a number of one 
one-thousandths of a share of Preferred Stock (or Common Stock or other 
securities, as the case may be) is issued upon the exercise or exchange of 
Rights shall for all purposes be deemed to have become the holder of record 
of such fractional shares of Preferred Stock (or Common Stock or other 
securities, as the case may be) represented thereby on, and such certificate 
shall be dated, the date upon which the Rights Certificate evidencing such 
Rights was duly surrendered and payment of the Purchase Price (and all 
applicable transfer taxes) was made; provided, however, that if the date of 
such surrender and payment is a date upon which the transfer books for the 
Preferred Stock (or Common Stock or other securities, as the case may be) of 
the Company are closed, such Person shall be deemed to have become the record 
holder of such shares (fractional or otherwise) on, and such certificate 
shall be dated, the next succeeding Business Day on which the transfer books 
for the Preferred Stock (or Common Stock or other securities, as the case may 
be) of the Company are open. Prior to the exercise or exchange of the Rights 
evidenced thereby, the holder of a Rights Certificate, as such, shall not be 
entitled to any rights of a


                                       18


stockholder of the Company (or the Principal Party) with respect to shares for
which the Rights shall be exercisable or exchangeable, including without
limitation the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights and shall not be entitled to receive any notice
of any proceedings of the Company (or the Principal Party), except as provided
herein.

                  Section 11. Adjustment of Purchase Price, Number and Kind of
Shares or Number of Rights. The Purchase Price, the number and kind of shares,
or fractions thereof, purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.

                           (a) (i) In the event the Company shall at any time
         after the date of this Agreement (A) declare a dividend on the
         Preferred Stock payable in shares of Preferred Stock, (B) subdivide or
         split the outstanding Preferred Stock, (C) combine or consolidate the
         outstanding Preferred Stock into a smaller number of shares or (D)
         issue any shares of its capital stock in a reclassification of the
         Preferred Stock (including any such reclassification in connection with
         a consolidation or merger in which the Company is the continuing or
         surviving corporation), except as otherwise provided in this Section
         11(a) and Section 7(e) hereof, the Purchase Price in effect at the time
         of the record date for such dividend or of the effective date of such
         subdivision, split, combination, consolidation or reclassification, and
         the number and kind of shares of Preferred Stock (or other capital
         stock, as the case may be) issuable on such date, shall be
         proportionately adjusted so that the holder of any Right exercised
         after such time shall be entitled to receive, upon payment of the
         Purchase Price then in effect, the aggregate number and kind of shares
         of Preferred Stock or capital stock, as the case may be, which, if such
         Right had been exercised immediately prior to such date, whether or not
         such Right was then exercisable, and at a time when the transfer books
         for the Preferred Stock (or other capital stock, as the case may be) of
         the Company were open, such holder would have owned upon such exercise
         and been entitled to receive by virtue of such dividend, subdivision,
         split, combination, consolidation or reclassification. If an event
         occurs which would require an adjustment under both this Section
         11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in
         this Section 11(a)(i) shall be in addition to, and shall be made prior
         to, any adjustment required pursuant to Section 11(a)(ii) hereof.

                    (ii) Subject to Section 24 hereof, in the event (a "Section
         11(a)(ii) Event") that any Person (other than an Exempt Person), alone
         or together with its Affiliates 


                                       19


          and Associates, shall, at any time after the Rights Dividend
          Declaration Date, become the Beneficial Owner of either 10% or more of
          the shares of Common Stock of the Company then outstanding or Voting
          Securities representing 10% or more of the Total Voting Power, unless,
          in either case, the event causing the 10% threshold to be crossed is
          (A) a transaction set forth in Section 13(a) hereof or (B) an
          acquisition of shares of Common Stock or Voting Securities of the
          Company pursuant to a tender offer or an exchange offer for all
          outstanding shares of Common Stock and other Voting Securities, if
          any, of the Company at a price and on terms determined by at least a
          majority of the Outside Directors, after receiving advice from one or
          more investment banking firms, to be (1) at a price that is fair to
          stockholders (taking into account all factors which such Outside
          Directors deem relevant, including without limitation prices which
          could reasonably be achieved if the Company or its assets were sold
          on an orderly basis designed to realize maximum value) and (2)
          otherwise in the best interests of the Company, then, promptly after
          the date of the occurrence of a Section 11(a)(ii) Event, proper
          provision shall be made so that each holder of a Right (except as
          provided below and in Section 7(e) hereof) shall thereafter have the
          right to receive, upon exercise thereof at the then current Purchase
          Price in accordance with the terms of this Agreement, in lieu of a
          number of one one-thousandths of a share of Preferred Stock, such
          number of shares of Common Stock of the Company as shall equal the
          result obtained by (x) multiplying the then current Purchase Price by
          the then number of one one-thousandths of a share of Preferred Stock
          for which a Right was exercisable immediately prior to the first
          occurrence of a Section 11(a)(ii) Event (whether or not such Right was
          then exercisable) and (y) dividing that product (which, following such
          first occurrence, shall thereafter be referred to as the "Purchase
          Price" for each Right and for all purposes of this Agreement) by 50%
          of the Current Market Price per share of Common Stock of the Company
          on the date of such first occurrence (such number of shares being
          referred to as the "Adjustment Shares").

                     (iii) In lieu of issuing any shares of
         Common Stock of the Company in accordance with Section 11(a)(ii)
         hereof, the Company, acting by resolution of the Board, may, and in the
         event that the number of shares of Common Stock of the Company which
         are authorized by the Company's articles of organization but not
         outstanding or reserved for issuance for purposes other than upon
         exercise of the Rights is not sufficient to permit the exercise in full
         of the Rights in accordance with the foregoing subparagraph (ii) of
         this Section 11(a), the Company, acting by resolution of the Board,
         shall: (A) determine the excess of (1) the value of the Adjustment
         Shares issuable upon the


                                       20


         exercise of a Right (the "Current Value") over (2) the Purchase Price
         attributable to each Right (such excess being referred to as the
         "Spread") and (B) with respect to all or a portion of each Right
         (subject to Section 7(e) hereof), make adequate provision to substitute
         for the Adjustment Shares, upon payment of the applicable Purchase
         Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity
         securities of the Company other than Common Stock of the Company
         (including, without limitation, shares, or units of shares, of
         preferred stock which the Board has deemed to have the same value as
         shares of Common Stock of the Company (such shares of preferred stock
         being referred to herein as "Common Stock Equivalents")), (4) debt
         securities of the Company, (5) other assets or (6) any combination of
         the foregoing which, when added to any shares of Common Stock of the
         Company issued upon such exercise, has an aggregate value equal to the
         Current Value, where such aggregate value has been determined by the
         Board based upon the provisions hereof and the advice of a nationally
         recognized investment banking firm selected by the Board; provided,
         however, if the Company shall not have made adequate provision to 
         deliver value pursuant to clause (B) above within 30 days following  
         the later of (x) the first occurrence of a Section 11(a)(ii) Event 
         and (y) the date on which the Company's right of redemption pursuant 
         to Section 23(a) hereof, as such date may be extended pursuant to 
         Section 23(a) hereof or amended pursuant to Section 27 hereof, 
         expires (the later of (x) and (y) being referred to herein as the 
         "Section 11(a)(ii) Trigger Date"), then the Company shall be 
         obligated to deliver, upon the surrender for exercise of a Right and 
         without requiring payment of the Purchase Price, shares of Common 
         Stock of the Company (to the extent available) and then, if 
         necessary, cash, which shares and cash have an aggregate value equal 
         to the Spread. If the Board shall determine in good faith that it is 
         likely that sufficient additional shares of Common Stock of the 
         Company could be authorized for issuance upon exercise in full of 
         the Rights, the 30-day period set forth above may be extended to the 
         extent necessary, but not more than 90 days after the Section 
         11(a)(ii) Trigger Date, in order that the Company may seek 
         stockholder approval for the authorization of such additional shares 
         (such period, as it may be extended, the "Substitution Period"). To 
         the extent that the Company determines that some action need be 
         taken pursuant to the first or second sentences of this Section 
         11(a)(iii), the Company (x) shall provide, subject to Section 7(e) 
         hereof, that such action shall apply uniformly to all outstanding 
         Rights and (y) may suspend the exercisability of the Rights until 
         the expiration of the Substitution Period in order to seek any 
         authorization of additional shares or to decide the appropriate form 
         of distribution to be made pursuant to such first sentence and to 
         determine the value thereof. In the


                                       21


         event of any such suspension, the Company shall issue a public
         announcement stating that the exercisability of the Rights has been
         temporarily suspended and a public announcement at such time as the
         suspension is no longer in effect. For purposes of this Section
         11(a)(iii), the value of the Common Stock of the Company shall be the
         Current Market Price per share of the Common Stock of the Company on
         the Section 11(a)(ii) Trigger Date and the value of any Common Stock
         Equivalent shall be deemed to be the same as the value of the Common
         Stock of the Company on such date.

                           (b)  In case the Company shall fix a record date
for the issuance of rights, options or warrants to all holders of Preferred
Stock entitling them to subscribe for or purchase (for a period expiring within
45 calendar days after such record date) Preferred Stock (or shares having the
same rights, privileges and preferences as the shares of Preferred Stock
("Equivalent Preferred Stock")) or securities convertible into Preferred Stock
or Equivalent Preferred Stock at a price per share of Preferred Stock or per
share of Equivalent Preferred Stock (or having a conversion price per share, if
a security convertible into Preferred Stock or Equivalent Preferred Stock) less
than the Current Market Price per share of Preferred Stock on such record date,
the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the sum of (i) the number of
shares of Preferred Stock or Equivalent Preferred Stock outstanding on such
record date, (ii) the number of shares of Preferred Stock or Equivalent
Preferred Stock underlying securities outstanding on such record date which are
convertible into Preferred Stock or Equivalent Preferred Stock and (iii) the
number of shares of Preferred Stock which the aggregate subscription or
purchase price of the total number of shares of Preferred Stock or Equivalent
Preferred Stock so to be offered (or the aggregate initial con version price of
the convertible securities so to be offered) would purchase at such Current
Market Price, and the denominator of which shall be the sum of (i) the number of
shares of Preferred Stock outstanding on such record date, (ii) the number of
shares of Preferred Stock or Equivalent Preferred Stock underlying securities
outstanding on such record date which are convertible into Preferred Stock or
Equivalent Preferred Stock and (iii) the number of additional shares of
Preferred Stock or Equivalent Preferred Stock to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible). In case such subscription price may be paid by delivery
of consideration part or all of which may be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board,
which determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes. Shares of Preferred Stock owned
by or held for the account of the Company


                                       22


shall not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed, and
in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

                           (c)  In case the Company shall fix a record date
for a distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular, periodic cash dividend out of the
earnings or retained earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other
than Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the Current Market Price per share of Preferred Stock on such record
date, less the fair market value (as determined in good faith by the Board,
which determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes) of the portion of the cash,
assets or evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to a share of Preferred Stock and the denominator
of which shall be such Current Market Price per share of Preferred Stock. Such
adjustments shall be made successively whenever such a record date is fixed, and
in the event that such distribution is not so made, the Purchase Price shall be
adjusted to be the Purchase Price which would have been in effect if such record
date had not been fixed.

                           (d) (i) For the purpose of any computation hereunder,
         other than computations made pursuant to Section 11(a)(iii) hereof, the
         "Current Market Price" per share of Common Stock on any date shall be
         deemed to be the average of the daily closing prices per share of such
         Common Stock for the 30 consecutive Trading Days immediately prior to
         such date, and for purposes of computations made pursuant to Section
         11(a)(iii) hereof, the Current Market Price per share of Common Stock
         on any date shall be deemed to be the average of the daily closing
         prices per share of such Common Stock for the 10 consecutive Trading
         Days immediately following such date; provided, however, that in the
         event that the Current Market Price per share of the Common Stock is
         determined during a period following the announcement by the issuer of
         such Common Stock of (A) a dividend or distribution on such Common
         Stock payable in shares of such Common Stock or securities convertible
         into shares of such Common Stock (other than the Rights) or (B) any
         subdivision, combination, 


                                       23


          consolidation, reverse stock split or reclassification of such Common
          Stock, and prior to the expiration of the requisite 30-Trading Day or
          10-Trading Day period, as set forth above, after the ex-dividend date
          for such dividend or distribution, or the record date for such
          subdivision, combination, consolidation, reverse stock split or
          reclassification, then, and in each such case, the Current Market
          Price shall be properly adjusted to take into account ex-dividend
          trading. The closing price for each day shall be the last sale price,
          regular way, or, in case no such sale takes place on such day, the
          average of the closing bid and asked prices, regular way, in either
          case as reported in the principal consolidated transaction reporting
          system with respect to securities listed or admitted to trading on the
          New York Stock Exchange, or, if the shares of Common Stock are not
          listed or admitted to trading on the New York Stock Exchange, as
          reported in the principal consolidated transaction reporting system
          or as quoted by the Nasdaq National Market with respect to securities
          listed or admitted to trading on another national securities exchange
          or quoted by the Nasdaq National Market, respectively, or, if the
          shares of Common Stock are not listed or admitted to trading on any
          national securities exchange or quoted by the Nasdaq National Market,
          the last quoted price or, if not so quoted, the average of the high
          bid and low asked prices in the over-the-counter market, as reported
          by The Nasdaq Stock Market or such other quotation system then in use,
          or, if on any such date the shares of Common Stock are not quoted by
          any such organization, the average of the closing bid and asked prices
          as furnished by a professional market maker making a market in the
          Common Stock selected by the Board. If on any such date the Common
          Stock is not publicly held or not so listed, admitted to trading or
          quoted, and no market maker is making a market in such Common Stock,
          Current Market Price shall mean the fair value of such shares on such
          date as determined in good faith by the Board, which determination
          shall be described in a statement filed with the Rights Agent and
          shall be conclusive for all purposes. The term "Trading Day" shall
          mean a day on which the principal national securities exchange on
          which the shares of Common Stock are listed or admitted to trading is
          open for the transaction of business or, if the shares of Common Stock
          are not listed or admitted to trading on any national securities
          exchange, a Business Day.

                     (ii) For the purpose of any computation
         hereunder, the Current Market Price per share of Preferred Stock shall
         be determined in the same manner as set forth above for the Common
         Stock in clause (i) of this Section 11(d) (other than the penultimate
         sentence thereof). If the Current Market Price per share of Preferred
         Stock cannot be determined in the manner provided above or if the
         Preferred


                                       24


         Stock is not publicly held or listed or admitted to trading or quoted
         in a manner described in clause (i) of this Section 11(d), the Current
         Market Price per share of Preferred Stock shall be conclusively deemed
         to be an amount equal to 1,000 (as such number may be appropriately
         adjusted for such events as stock splits, stock dividends and
         recapitalizations with respect to the Common Stock occurring after the
         date of this Agreement) multiplied by the Current Market Price per
         share of the Common Stock. If neither the Common Stock nor the
         Preferred Stock is publicly held or so listed or admitted to trading or
         quoted, the "Current Market Price" per share of the Preferred Stock
         shall mean the fair value per share as determined in good faith by the
         Board, which determination shall be described in a statement filed with
         the Rights Agent and shall be conclusive for all purposes. For all
         purposes of this Agreement, the "Current Market Price" of one
         one-thousandth of a share of Preferred Stock shall be equal to the
         Current Market Price of one share of Preferred Stock divided by 1,000.

                           (e)  Anything herein to the contrary 
notwithstanding, no adjustment in the Purchase Price shall be required unless 
such adjustment would require an increase or decrease in the Purchase Price 
of at least one percent; provided, however, that any adjustments which by 
reason of this Section 11(e) are not required to be made shall be carried 
forward and taken into account in any subsequent adjustment. All calculations 
under this Section 11 shall be made to the nearest one cent or to the nearest 
one ten-thousandth of a share of Common Stock or other share or one 
ten-millionth of a share of Preferred Stock, as the case may be. 
Notwithstanding the first sentence of this Section 11(e), any adjustment 
required by this Section 11 shall be made no later than the earlier of (i) 
three years from the date of the transaction which mandates such adjustment 
or (ii) the Expiration Date.

                           (f)  If as a result of an adjustment made pursuant
to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of capital stock other
than Preferred Stock, thereafter the number of such other shares so receivable
upon exercise of any Right and the Purchase Price thereof (or the number of
Rights) shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j),
(k), (l) and (m) hereof, and the provisions of Sections 7, 9, 10, 13 and 14
hereof with respect to the Preferred Stock shall apply on like terms to any such
other shares; provided, however, that the Company shall not be liable for its
inability to reserve and keep available for issuance upon exercise of the Rights
pursuant to Section 11(a)(ii) hereof a number of shares of Common Stock of


                                       25


the Company greater than the number then authorized by the Company's articles of
organization, but not outstanding or reserved for any other purpose.

                           (g)  All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price hereunder shall evidence
the right to purchase, at the adjusted Purchase Price, the number of one
one-thousandths of a share of Preferred Stock purchasable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

                           (h)  Unless the Company shall have exercised its
election as provided in Section 11(i) hereof, upon each adjustment of the
Purchase Price as a result of the calculations made in Sections 11(b) and (c)
hereof, each Right outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of one one-thousandths of a share of Preferred Stock
(calculated to the nearest one one-millionth of a share of Preferred Stock)
obtained by (i) multiplying (x) the number of one one-thousandths of a share of
Preferred Stock covered by a Right immediately prior to this adjustment by (y)
the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

                           (i)  The Company may elect on or after the date of
any adjustment of the Purchase Price to adjust the number of Rights, in lieu of
any adjustment in the number of one one-thousandths of a share of Preferred
Stock purchasable upon the exercise of a Right. Each of the Rights outstanding
after the adjustment in the number of Rights shall be exercisable for the number
of one one-thousandths of a share of Preferred Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one one-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment and, if
known, at the time, the amount of the adjustment to be made. This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but if the Rights Certificates have been issued, shall be at least 10 days later
than the date of the public announcement. If Rights Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed
to holders of record of Rights Certificates on such record date Rights
Certificates evidencing,


                                       26


subject to Section 14 hereof, the additional Rights to which such holders shall
be entitled as a result of such adjustment or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and
replacement for the Rights Certificates held by such holders prior to the date
of adjustment, and upon surrender thereof, if required by the Company, new
Rights Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment. Rights Certificates so to be distributed shall
be issued, executed and countersigned in the manner provided for herein (and
may bear, at the option of the Company, the adjusted Purchase Price) and shall
be registered in the names of the holders of record of Rights Certificates on
the record date specified in the public announcement.

                           (j)  Irrespective of any adjustment or change in 
the Purchase Price or the number of one one-thousandths of a share of 
Preferred Stock issuable upon the exercise of the Rights, the Rights 
Certificates theretofore and thereafter issued may continue to express the 
Purchase Price per one one-thousandth of a share of Preferred Stock and the 
number of one one-thousandths of a share of Preferred Stock which were 
expressed in the initial Rights Certificates issued hereunder.

                           (k)  Before taking any action that would cause an
adjustment reducing the Purchase Price below the then stated value, if any, of
the number of one one-thousandths of a share of Preferred Stock issuable upon
exercise of the Rights, the Company shall use all reasonable efforts to take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable such
number of one one-thousandths of a share of Preferred Stock at such adjusted
Purchase Price.

                           (l)  In any case in which this Section 11 shall
require that an adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Company may elect to defer until the
occurrence of such event the issuance to the holder of any Right exercised after
such record date of the number of one one-thousandths of a share of Preferred
Stock or other capital stock or securities of the Company, if any, issuable
upon such exercise over and above the number of one one-thousandths of a share
of Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional shares (fractional or otherwise) or securities upon
the occurrence of the event requiring such adjustment.


                                       27



                           (m)  Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such adjustments in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in its good faith judgment the Board shall
determine to be advisable in order that any (i) consolidation or subdivision of
the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred
Stock at less than the Current Market Price, (iii) issuance wholly for cash of
shares of Preferred Stock or securities which by their terms are convertible
into or exchangeable for shares of Preferred Stock, (iv) stock dividends or (v)
issuance of rights, options or warrants referred to in this Section 11 hereafter
made by the Company to holders of its Preferred Stock shall not be taxable to
such stockholders.

                           (n)  The Company covenants and agrees that it
shall not, at any time after the Distribution Date, (i) consolidate with any
other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), (ii) merge with or into any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof) or (iii) sell or transfer (or permit any Subsidiary to
sell or transfer), in one transaction or a series of related transactions,
assets, cash flow or earning power aggregating more than 50% of the assets, cash
flow or earning power of the Company and its Subsidiaries (taken as a whole) to
any other Person or Persons (other than the Company or any of its Subsidiaries
in one or more transactions each of which complies with Section 11(o) hereof) if
(x) at the time of or immediately after such consolidation, merger, sale or
transfer there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights or (y)
prior to, simultaneously with or immediately after such consolidation, merger,
sale or transfer, the stockholders of the Person who constitutes, or would
constitute, the "Principal Party" for purposes of Section 13(a) hereof shall
have received a distribution of Rights previously owned by such Person or any
of its Affiliates and Associates.

                           (o)  The Company covenants and agrees that, after
the Distribution Date, it will not, except as permitted by Section 23, Section
24 or Section 27 hereof, take (or permit any Subsidiary to take) any action if
at the time such action is taken it is reasonably foreseeable that such action
will diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

                           (p)  Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Rights Dividend Declaration Date and prior to the Distribution Date (i) declare
a dividend on the outstanding


                                       28


shares of Common Stock of the Company payable in shares of Common Stock of the
Company, (ii) subdivide the outstanding shares of Common Stock of the Company in
a manner not covered by clause (i) of this Section 11(p) or (iii) combine or
consolidate the outstanding shares of Common Stock of the Company into a
smaller number of shares, the number of Rights associated with each share of
Common Stock of the Company then outstanding, or issued or delivered thereafter
but prior to the Distribution Date, shall be proportionately adjusted so that
the number of Rights thereafter associated with each share of Common Stock of
the Company following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common Stock of
the Company immediately prior to such event by a fraction, the numerator of
which shall be the total number of shares of Common Stock of the Company
outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock of the
Company outstanding immediately following the occurrence of such event. The
adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected. If an event occurs which would require an
adjustment under Section 11(a)(ii) hereof and this Section 11(p), the
adjustments provided for in this Section 11(p) shall be in addition and prior to
any adjustment required pursuant to Section 11(a)(ii) hereof.

                  Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Section 11 or Section
13 hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock of the Company, a copy of
such certificate and (c) mail a brief summary thereof to each record holder of a
Rights Certificate (or, if prior to the Distribution Date, to each record holder
of a certificate representing shares of Common Stock of the Company) in
accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the
failure of the Company to prepare such certificate or statement or make such
filings or mailings shall not affect the validity of, or the force or effect of,
the requirement for such adjustment. The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of any such adjustment unless and until it
shall have received such certificate.

                  Section 13.  Consolidation, Merger or Sale or Transfer
of Assets, Cash Flow or Earning Power.

                           (a)  In the event (a "Section 13 Event") that, on
or after the Stock Acquisition Date, directly or indirectly, (x)
the Company shall consolidate or otherwise combine with, or merge


                                       29


with or into, any other Person or Persons (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof) and the
Company shall not be the continuing or surviving corporation of such
consolidation, combination or merger, (y) any Person or Persons (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof) shall consolidate or otherwise combine with, or merge with or into, the
Company and the Company shall be the continuing or surviving corporation of such
consolidation, combination or merger and, in connection with such consolidation,
combination or merger, all or part of the outstanding shares of Common Stock of
the Company or Voting Securities shall be changed into or exchanged for stock
or other securities of any other Person or Persons or cash or any other property
or (z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one transaction or a series
of related transactions, assets, cash flow or earning power aggregating more
than 50% of the assets, cash flow or earning power of the Company and its
Subsidiaries (taken as a whole and calculated on the basis of the Company's most
recent regularly prepared financial statements) to any Person or Persons (other
than the Company or any Subsidiary of the Company in one or more transactions
each of which complies with Section 11(o) hereof); provided, however, that this
clause (z) of Section 13(a) hereof shall not apply to the pro rata distribution
by the Company of assets (including securities) of the Company or any of its
Subsidiaries to all holders of Common Stock of the Company; then, and in each
such case (except as may be contemplated by Section 13(d) hereof), proper
provision shall be made so that: (i) each holder of a Right, except as provided
in Section 7(e) hereof, shall, on or after the later of (A) the date of the
first occurrence of any such Section 13 Event or (B) the date of the 
expiration of the period within which the Rights may be redeemed pursuant to 
Section 23 hereof (as the same may be extended pursuant to Section 23(a) 
hereof or amended pursuant to Section 26 hereof), have the right to receive, 
upon the exercise thereof at the then current Purchase Price in accordance 
with the terms of this Agreement, such number of validly authorized and 
issued, fully paid, nonassessable and freely tradeable shares of Common Stock 
of the Principal Party, not subject to any liens, encumbrances, rights of 
first refusal or other adverse claims, as shall be equal to the result 
obtained by (1) multiplying the then current Purchase Price by the number of 
one one-thousandths of a share of Preferred Stock for which a Right is 
exercisable immediately prior to the first occurrence of a Section 13 Event 
(or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence 
of a Section 13 Event, multiplying the number of one one-thousandths of a 
share of Preferred Stock for which a Right was exercisable immediately prior 
to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in 
effect immediately prior to such first occurrence), and (2) dividing that 
product (which, following the first occurrence of a Section 13


                                       30


Event, shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by 50% of the Current Market Price per share of the
Common Stock of such Principal Party on the date of consummation of such
Section 13 Event; (ii) the shares of Common Stock of such Principal Party
received by each holder of a Right upon exercise of that Right pursuant to this
Section 13 shall be fully paid and nonassessable; (iii) such Principal Party
shall thereafter be liable for, and shall assume, by virtue of such Section 13
Event, all the obligations and duties of the Company pursuant to this Agreement;
(iv) the term "Company" shall thereafter be deemed to refer to such Principal
Party, it being specifically intended that the provisions of Section 11 hereof
(except as set forth in clause (vi) of this Section 13(a)) shall apply only to
such Principal Party following the first occurrence of a Section 13 Event; (v)
such Principal Party shall take such steps (including without limitation the
reservation of a sufficient number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be necessary to assure that
the provisions hereof shall thereafter be applicable, as nearly as reasonably
may be, in relation to its shares of Common Stock thereafter deliverable upon
the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the first occurrence of any Section 13 Event.

                           (b)  "Principal Party" shall mean:

                    (i) in the case of any transaction described in clause (x)
         or (y) of the first sentence of Section 13(a) hereof, (A) the Person
         that is the issuer of any securities into which shares of Common Stock
         of the Company are converted, changed or exchanged in such merger,
         consolidation or combination (or, if there is more than one such
         issuer, the issuer the Common Stock of which has the greatest aggregate
         market value) or (B) if no securities are so issued, the Person that is
         the other party to such merger (and survives the merger),
         consolidation or combination (or, if there is more than one such
         Person, the Person the Common Stock of which has the greatest aggregate
         market value), or if the other party to the merger does not survive the
         merger, the Person that does survive the merger (including the
         Company, if it survives); and

                    (ii) in the case of any transaction described in clause (z)
         of the first sentence of Section 13(a) hereof, the Person that is the
         party receiving the greatest portion of the assets, cash flow or
         earning power transferred pursuant to such transaction or transactions
         or, if each Person that is a party to such transaction or transactions
         receives the same portion of the assets, cash flow or earning power so


                                       31



         transferred or if the Person receiving the greatest portion of the
         assets, cash flow or earning power cannot be determined, whichever of
         such Persons is the issuer of Common Stock having the greatest
         aggregate market value;

provided, however, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding 12-month
period registered under Section 12 of the Exchange Act, and such Person is a
direct or indirect Subsidiary of another Person the Common Stock of which is
and has been so registered, "Principal Party" shall refer to such other Person;
(2) if the Common Stock of such Person is not and has not been so registered and
such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stocks of two or more of which are and have been so registered,
"Principal Party" shall refer to whichever of such Persons is the issuer of the
Common Stock having the greatest aggregate market value; and (3) if the Common
Stock of such Person is not and has not been so registered and such Person is
owned, directly or indirectly, by a joint venture formed by two or more Persons
that are not owned, directly or indirectly, by the same Person, the rules set
forth in (1) and (2) above shall apply to each of the chains of ownership
having an interest in such joint venture as if such party were a Subsidiary of
both or all of such joint venturers, and the Principal Parties in each such
chain shall bear the obligations set forth in this Section 13 in the same ratio
as their direct or indirect interests in such Person bear to the total of such
interests.

                           (c)  The Company shall not consummate any such
Section 13 Event unless the Principal Party shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13, and unless prior thereto the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
confirming that the requirements of Section 13(a) and Section 13(b) hereof shall
promptly be performed in accordance with their terms and that such Section 13
Event shall not result in a default by the Principal Party under this Agreement
as the same shall have been assumed by the Principal Party pursuant to Section
13(a) and Section 13(b) hereof and further providing that, as soon as
practicable after the date of such Section 13 Event, the Principal Party will:

                    (i) prepare and file a registration statement under the Act,
         with respect to the Rights and the securities purchasable upon exercise
         of the Rights on an appropriate form, and will use its best efforts to
         cause such registration statement to (A) become effective as soon as
         practicable after such filing and


                                       32


         (B) remain effective (with a prospectus at all times meeting the
         requirements of the Act) until the Expiration Date and to similarly
         comply with applicable state securities laws;

                    (ii) use its best efforts to list or obtain quotation of (or
         continue the listing or quotation of) the Rights and the securities
         purchasable upon exercise of the Rights on a national securities 
         exchange or by an automated quotation service;

                    (iii) deliver to holders of the Rights historical financial
         statements for the Principal Party and each of its Affiliates which
         comply in all respects with the requirements for registration on Form
         10 (or any successor form) under the Exchange Act; and

                    (iv) use its best efforts to obtain waivers of any rights of
         first refusal or preemptive rights in respect of the shares of Common
         Stock of the Principal Party subject to purchase upon exercise of
         outstanding Rights.

The provisions of this Section 13 shall similarly apply to successive mergers,
consolidations, combinations or sales or other transfers. In the event that a
Section 13 Event shall occur at any time after the occurrence of a Section
11(a)(ii) Event, the Rights which have not theretofore been exercised shall
thereafter become exercisable in the manner described in Section 13(a) hereof.

                           (d)  Notwithstanding anything in this Agreement to
the contrary, Section 13 hereof shall not be applicable to a transaction
described in subparagraph (x) or (y) of Section 13(a) if (i) such transaction is
consummated with a Person or Persons (or a wholly owned Subsidiary of any such
Person or Persons) who acquired shares of Common Stock or Voting Securities of
the Company pursuant to a tender offer or exchange offer for all outstanding
shares of Common Stock of the Company and other Voting Securities, if any, which
complies with the exception provided for in Section 11(a)(ii) hereof, (ii) the
respective prices per share of Common Stock and other Voting Securities offered
in such transaction are not less than the prices per share of Common Stock of
the Company and other Voting Securities paid to all holders of shares of Common
Stock of the Company and other Voting Securities whose shares were purchased
pursuant to such tender offer or exchange offer and (iii) the form of
consideration being offered to the remaining holders of shares of Common Stock
of the Company and other Voting Securities pursuant to such transaction is the
same as the form of consideration paid pursuant to such tender offer or exchange
offer. Upon consummation of any such


                                       33


transaction contemplated by this Section 13(d), all Rights hereunder shall
expire.

                  Section 14.  Fractional Rights and Fractional Shares.

                           (a)  The Company shall not be required to issue
fractions of Rights, except prior to the Distribution Date as provided in
Section 11(i) and Section 11(p) hereof, or to distribute Rights Certificates
which evidence fractional Rights. In lieu of any such fractional Rights, there
shall be paid to the registered holders of the Rights Certificates with regard
to which such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole Right. For
purposes of this Section 14(a), the current market value of a whole Right shall
be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The
closing price of the Rights for any Trading Day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Rights
are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system or the
Nasdaq National Market with respect to securities listed on another national
securities exchange or quoted by the Nasdaq National Market, respectively, or if
the Rights are not listed or admitted to trading on any national securities
exchange or quoted by the Nasdaq National Market, the last quoted price or, if
not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by The Nasdaq Stock Market or such other
quotation system then in use or, if on any such date the Rights are not quoted
by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Rights selected
by the Board. If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith
by the Board shall be used.

                           (b)  The Company shall not be required to issue
fractions of shares of Preferred Stock (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock) upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock). In lieu of fractional shares of
Preferred Stock that are not integral multiples of one one-thousandth of a share
of Preferred Stock, the Company may pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an amount
in cash equal


                                       34


to the same fraction of the current market value of one one-thousandth of a
share of Preferred Stock. For purposes of this Section 14(b), the current market
value of one one-thousandth of a share of Preferred Stock shall be one
one-thousandth of the closing price (or, if unavailable, the appropriate
alternative price) of a share of Preferred Stock (in each case, as determined
pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to
the date of such exercise.

                           (c)  Following the occurrence of a Triggering
Event, the Company shall not be required to issue fractions of shares of Common
Stock of the Company upon exercise of the Rights or to distribute certificates
which evidence fractional shares of Common Stock of the Company. In lieu of
fractional shares of Common Stock of the Company, the Company may pay to the
registered holders of Rights Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current
market value of one share of Common Stock of the Company. For purposes of this
Section 14(c), the current market value of one share of Common Stock of the
Company shall be the closing price of one share of Common Stock of the Company
or, if unavailable, the appropriate alternative price (in each case, as
determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately
prior to the date of such exercise.

                           (d)  The holder of a Right by the acceptance of
that Right expressly waives such holder's right to receive any fractional Rights
or any fractional shares upon exercise of a Right, except as permitted by this
Section 14.

                  Section 15. Rights of Action. All rights of action in respect
of this Agreement, other than rights of action vested in the Rights Agent in
Section 18 hereof, are vested in the respective registered holders of the
Rights Certificates (and, prior to the Distribution Date, the registered holders
of the Common Stock of the Company); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the Common Stock of the
Company), without the consent of the Rights Agent or of the holder of any other
Rights Certificate (or, prior to the Distribution Date, of the Common Stock of
the Company), may, in the holder's own behalf and for the holder's own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company to enforce, or otherwise act in respect of, the holder's right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is 
specifically acknowledged that the holders of Rights would not have an 
adequate remedy at law for any breach of this Agreement and shall be entitled 
to specific performance of the obligations hereunder and injunctive relief 
against actual or threatened violations of


                                       35


the obligations hereunder of any Person subject to this Agreement.

                  Section 16. Agreement of Rights Holders. Every holder of a
Right by accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

                           (a)  prior to the Distribution Date, the Rights
will be transferable only in connection with the transfer of
shares of Common Stock of the Company;

                           (b)  after the Distribution Date, the Rights
Certificates are transferable only on the registry books of the Rights Agent if
surrendered at the principal office or offices of the Rights Agent designated
for such purposes, duly endorsed or accompanied by a proper instrument of
transfer and with the appropriate forms and certificates fully executed;

                           (c)  subject to Section 6(a) and Section 7(f)
hereof, the Company and the Rights Agent may deem and treat the person in whose
name a Rights Certificate (or, prior to the Distribution Date, the associated
certificate for Common Stock of the Company) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Rights Certificate or the associated certificate for
Common Stock of the Company made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights
Agent, subject to the last sentence of Section 7(e) hereof, shall be required to
be affected by any notice to the contrary; and

                           (d)  notwithstanding anything in this Agreement to
the contrary, neither the Company nor the Rights Agent shall have any liability
to any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or by reason of any statute, rule, regulation or executive
order promulgated or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation; provided, however, that
the Company must use all reasonable efforts to have any such order, decree or
ruling lifted or otherwise overturned as soon as possible.

                  Section 17. Rights Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Rights Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of the number of
one one-thousandths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable upon the exercise or exchange


                                       36


of the Rights represented thereby, nor shall anything contained herein or in any
Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Rights Certificate shall have been exercised or exchanged for Preferred
Stock, Common Stock or other securities of the Company in accordance with the
provisions hereof.

                  Section 18.  Concerning the Rights Agent.

                           (a)  The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, reimbursement for its reasonable
expenses and counsel fees and disbursements and other disbursements incurred in
the administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability or
expense, incurred without gross negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights Agent
in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability in
the premises.

                           (b)  The Rights Agent shall be protected and shall
incur no liability for or in respect of any action taken, suffered or omitted
by it in good faith in connection with its administration of this Agreement in
reliance upon any Rights Certificate or certificate for Common Stock of the 
Company or for other securities of the Company or upon any instrument of 
assignment or transfer, power of attorney, endorsement, affidavit, letter, 
notice, direction, consent, certificate, statement or other paper or document 
reasonably believed by it to be genuine and to be signed, executed and, where 
necessary, verified or acknowledged, by the proper Person or Persons.

                  Section 19.  Merger or Consolidation or Change of Name of 
Rights Agent.

                           (a)  Any corporation into which the Rights Agent
or any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any
corporation succeeding to the corporate trust or stock transfer business of the
Rights Agent or


                                       37


any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided, however, that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof. If at the time such successor Rights Agent
shall succeed to the agency created by this Agreement, any of the Rights
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of a predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and if at that time any of
the Rights Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Rights Certificates either in the name of the
predecessor or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

                           (b)  If at any time the name of the Rights Agent
shall be changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and if at
that time any of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its prior name
or in its changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

                  Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:

                           (a)  The Rights Agent may consult with legal
counsel (who may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the Rights
Agent as to any action taken or omitted by it in good faith and in accordance
with such opinion.

                           (b)  Whenever in the performance of its duties
under this Agreement the Rights Agent shall deem it necessary or desirable that
any fact or matter (including, without limitation, the identity of any Acquiring
Person and the determination of Current Market Price) be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, any Vice Chairman of the Board,
the President, any Vice President, the Treasurer, any Assistant Treasurer, the
Clerk or


                                       38


any Assistant Clerk of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action taken
or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

                           (c)  The Rights Agent shall be liable hereunder
only for its own gross negligence, bad faith or willful misconduct.

                           (d)  The Rights Agent shall not be liable for or
by reason of any of the statements of fact or recitals contained in this
Agreement or in the Rights Certificates, nor shall it be required to verify the
same (except as to its countersignature on such Rights Certificates), but all
such statements and recitals are and shall be deemed to have been made by the
Company only.

                           (e)  The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Rights Certificate (except its
countersignature thereon); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any adjustment required
under the provisions of Section 11 or Section 13 hereof or responsible for the
manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with respect
to the exercise of Rights evidenced by Rights Certificates after receipt of a
certificate describing any such adjustment); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock of the Company or Preferred Stock to
be issued pursuant to this Agreement or any Rights Certificate or as to whether
any shares of Common Stock of the Company or Preferred Stock will, when so
issued, be validly authorized and issued, fully paid and nonassessable.

                           (f)  The Company agrees that it will perform,
execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Rights Agent for the carrying
out or performing by the Rights Agent of the provisions of this Agreement.

                           (g)  The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board, any Vice Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the Clerk
or any Assistant Clerk, of the Company, and to apply to such officers for advice


                                       39


or instructions in connection with its duties, and it shall not be liable for
any action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer. Any application by the Rights Agent for
written instructions from the Company may, at the option of the Rights Agent,
set forth in writing any action proposed to be taken by, or omission of, the
Rights Agent under this Agreement and the date on or after which such action
shall be taken or such omission shall be effective. The Rights Agent shall not
be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than five Business
Days after the date the Company actually receives such application, unless the
Company shall have consented in writing to an earlier date) unless, prior to
taking any such action (or prior to the effective date in the case of an
omission), the Rights Agent shall have received written instructions in response
to such application specifying the action to be taken or omitted.

                           (h)  The Rights Agent and any stockholder, 
director, officer or employee of the Rights Agent may buy, sell or deal in 
any of the Rights or other securities of the Company, become pecuniarily 
interested in any transaction in which the Company may be interested, 
contract with or lend money to the Company or otherwise act as fully and 
freely as though the Rights Agent were not Rights Agent under this Agreement. 
Nothing herein shall preclude the Rights Agent from acting in any other 
capacity for the Company or for any other legal entity.

                           (i)  The Rights Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent shall not
be answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct; provided, however, reasonable care was
exercised by the Rights Agent in the selection and continued employment or
engagement thereof.

                           (j)  No provision of this Agreement shall require
the Rights Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder (other
than internal costs incurred by the Rights Agent in providing services to the
Company in the ordinary course of its business as Rights Agent) or in the
exercise of its rights if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.

                           (k)  If, with respect to any Rights Certificate
surrendered to the Rights Agent for exercise or transfer, the certificate
contained in the form of assignment or form of election 


                                       40


to purchase, as the case may be, has either not been completed or indicates an
affirmative response to clause 1 or clause 2 thereof, the Rights Agent shall not
take any further action with respect to such requested exercise or transfer
without first consulting with the Company.

                  Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock of the Company and Preferred Stock by
registered or certified mail and to the holders of the Rights Certificates, if
any, by first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent
of the Common Stock of the Company and Preferred Stock by registered or
certified mail and to the holders of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Rights Certificate (who shall, with such notice, submit his
Rights Certificate for inspection by the Company), then any registered holder of
any Rights Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. If no successor Rights Agent shall have been
appointed within 30 days from the effectiveness of such removal, resignation or
incapacity and no registered holder of any Rights Certificate has applied
pursuant to this Agreement for the appointment of a new Rights Agent, the
Company automatically shall be designated as successor Rights Agent. Any
successor Rights Agent appointed by the Company or by such a court shall be (a)
a corporation organized and doing business under the laws of the United States
or of any state of the United States, in good standing, which is authorized to
do business as a banking institution in such state, is authorized under such
laws to exercise corporate trust powers, is subject to supervision or 
examination by federal or state authority and has at the time of its 
appointment as Rights Agent a combined capital and surplus of at least 
$100,000,000 or (b) an Affiliate of a corporation described in clause (a) of 
this sentence. After appointment, the successor Rights Agent shall be vested 
with the same powers, rights, duties and responsibilities as if it had been 
originally named as Rights Agent without further act or deed; but the 
predecessor Rights Agent shall deliver and transfer to the successor Rights 
Agent any property at the time held by it hereunder and shall execute and 
deliver any further assurance, conveyance, act or deed necessary for that 
purpose. Not later than the effective date of any such appointment, the 
Company shall file notice thereof in


                                       41


writing with the predecessor Rights Agent and each transfer agent of the Common
Stock of the Company and the Preferred Stock and shall mail a notice thereof in
writing to the registered holders of Rights Certificates. Failure to give any
notice provided for in this Section 21, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                  Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights
Certificates to the contrary, the Company may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by the Board to
reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of shares of Common Stock of
the Company following the Distribution Date and prior to the redemption,
exchange or expiration of the Rights, the Company (a) shall, with respect to
shares of Common Stock of the Company so issued or sold pursuant to the exercise
of stock options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of securities issued by the Company and (b) may, in any
other case, if deemed necessary or appropriate by the Board, issue Rights
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (i) no such Rights Certificate
shall be issued if and to the extent that the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Rights Certificate
would be issued, and (ii) no such Rights Certificate shall be issued if and to
the extent that appropriate adjustment shall otherwise have been made in lieu of
the issuance thereof.

                  Section 23.  Redemption and Termination.

                           (a)  The Board may, at its option, at any time
prior to the earlier of (i) the Close of Business on the tenth Business Day (or
such specified or unspecified later date as may be determined by the Board
before the Rights cease to be redeemable) following the Stock Acquisition Date
(or, if the Stock Acquisition Date shall have occurred prior to the Record Date,
the Close of Business on the tenth Business Day following the Record Date) or
(ii) the Final Expiration Date, direct the Company to, and if directed, the
Company shall, redeem all but not less than all of the then outstanding Rights
at a redemption price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"),


                                       42


and the Company may, at its option, pay the Redemption Price in shares of Common
Stock of the Company (based on the Current Market Price of the Common Stock of
the Company at the time of redemption), cash or any other form of consideration
deemed appropriate by the Board. Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii) Event until such time as the Company's right
of redemption hereunder has expired.

                           (b)  Immediately upon the action of the Board
directing the Company to make the redemption of the Rights, evidence of which
shall have been filed with the Rights Agent, and without any further action and
without any notice, the right to exercise the Rights will terminate, and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price for each Right so held. Promptly after the action of the Board
directing the Company to make the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to each record holder of the Common
Stock of the Company at the address of such holder shown on the records of the
Company. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made.

                  Section 24.  Exchange.

                           (a)  The Board may, at its option, at any time
after any Person becomes an Acquiring Person, direct the Company to, and if so
directed, the Company shall, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock of
the Company at an exchange ratio of one share of Common Stock of the Company per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board shall not be empowered to effect such exchange at any time after any
Person (other than an Exempt Person) becomes the Beneficial Owner of either (i)
50% or more of the shares of Common Stock of the Company then outstanding or
(ii) Voting Securities representing 50% or more of the Total Voting Power.

                           (b)  Immediately upon the action of the Board 
directing the Company to exchange any Rights pursuant to subsection (a) of 
this Section 24 and without any further action and without notice, the right 
to exercise such Rights shall terminate, and the only right thereafter of a 
holder of such Rights shall be to receive that number of shares of Common 
Stock of the Company


                                       43


equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the transfer agent
for the Common Stock of the Company. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of the shares of Common Stock of the Company for Rights will be effected and, in
the event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of Section
7(e) hereof) held by each holder of Rights.

                           (c)  In any exchange pursuant to this Section 24,
the Company, at its option, may substitute Preferred Stock (or other Equivalent
Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of
Common Stock of the Company exchangeable for Rights, at the initial rate of one
one-thousandth of a share of Preferred Stock (or unit of Equivalent Preferred
Stock) for each share of such Common Stock, as appropriately adjusted to
reflect adjustment in the voting rights of the Preferred Stock pursuant to
Section 3(a) of Exhibit A hereto, so that the fraction of a share of Preferred
Stock (or unit of Equivalent Preferred Stock) delivered in lieu of each share of
Common Stock of the Company shall have the same voting rights as one share of
Common Stock of the Company.

                           (d)  In the event that there shall not be 
sufficient shares of Common Stock of the Company issued but not outstanding 
or authorized but unissued to permit any exchange of Rights as contemplated 
in accordance with this Section 24, the Company shall take all such action as 
may be necessary to authorize additional shares of Common Stock of the 
Company for issuance upon exchange of the Rights.

                           (e)  The Company shall not be required to issue
fractions of shares of Common Stock of the Company or to distribute
certificates which evidence fractional shares of Common Stock of the Company. In
lieu of such fractional shares of Common Stock of the Company, there shall be
paid to the registered holders of the Rights Certificates with regard to which
such fractional shares of Common Stock of the Company would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole share of such Common Stock. For the purposes of this subsection
(e), the current market value of


                                       44


one whole share of Common Stock of the Company shall be the closing price of one
such share of Common Stock or, if unavailable, the appropriate alternative
price (in each case as determined pursuant to Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
24.

                  Section 25.  Notice of Certain Events.

                           (a)  In case the Company shall propose, at any 
time after the Distribution Date, (i) to pay any dividend payable in stock of 
any class to the holders of Preferred Stock or to make any other distribution 
to the holders of Preferred Stock (other than a regular periodic cash 
dividend out of earnings or retained earnings of the Company), (ii) to offer 
to the holders of Preferred Stock rights or warrants to subscribe for or to 
purchase any additional shares of Preferred Stock or shares of stock of any 
class or any other securities, rights or options, (iii) to effect any 
reclassification of the Preferred Stock (other than a reclassification 
involving only the subdivision or split of outstanding shares of Preferred 
Stock), (iv) to effect any consolidation, combination or merger into or with 
any other Person or Persons (other than a Subsidiary of the Company in a 
transaction which complies with Section 11(o) hereof) or to effect any sale 
or other transfer (or to permit one or more of its Subsidiaries to effect any 
sale or other transfer), in one transaction or a series of related 
transactions, of more than 50% of the assets, cash flow or earning power of 
the Company and its Subsidiaries (taken as a whole) to any other Person or 
Persons (other than the Company or any of its Subsidiaries in one or more 
transactions each of which complies with Section 11(o) hereof) or (v) to 
effect the liquidation, dissolution or winding up of the Company, then, in 
each such case, the Company shall give to each holder of a Rights 
Certificate, to the extent feasible and in accordance with Section 26 hereof, 
a notice of such proposed action, which shall specify the record date for the 
purposes of such stock dividend, distribution of rights or warrants, or the 
date on which such reclassification, consolidation, combination, merger, 
sale, transfer, liquidation, dissolution or winding up is to take place and 
the date of participation therein by the holders of the shares of Preferred 
Stock, if any such date is to be fixed, and such notice shall be so given in 
the case of any action covered by clause (i) or (ii) above at least 20 days 
prior to the record date for determining holders of the shares of Preferred 
Stock for purposes of such action, and in the case of any such other action, 
at least 20 days prior to the date of the taking of such proposed action or 
the date of participation therein by the holders of the shares of Preferred 
Stock, whichever shall be the earlier.

                           (b)  In case any Section 11(a)(ii) Event shall occur,
 then, in any such case, (i) the Company shall as soon as


                                       45


practicable thereafter give to each holder of a Rights Certificate, to the
extent feasible in accordance with Section 26 hereof, a notice of the occurrence
of such event, which shall specify the event and the consequences of the event
to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in
the preceding paragraph to Preferred Stock shall be deemed thereafter to refer
to Common Stock of the Company or, if appropriate, other securities.

                  Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:


                  BankBoston Corporation
                  Mail Stop 01-25-01
                  100 Federal Street
                  Boston, Massachusetts  02110

                  Attention:  Corporate Clerk

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

                  BankBoston, N.A.
                  c/o EquiServe Limited Partnership
                  150 Royall Street
                  Canton, Massachusetts  02021

                  Attention:  Client Administration
                              BankBoston Corporation
                              Rights Agreement

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of any certificate representing
shares of Common Stock of the Company) shall be sufficiently given or made if
sent by first-class mail, insured, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the Company.

                  Section 27.  Supplements and Amendments.  Prior to the
Distribution Date and subject to the penultimate sentence of this Section 27,
the Company and the Rights Agent shall, if the Board


                                       46


so directs, supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of Common Stock of
the Company. From and after the Distribution Date and subject to the penultimate
sentence of this Section 27, the Company and the Rights Agent shall, if the
Board so directs, supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder or (iv) to change or supplement the provisions hereunder
in any manner which the Company may deem necessary or desirable and which shall
not adversely affect the interests of the holders of Rights Certificates (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person);
provided, that this Agreement may not be supplemented or amended to lengthen,
pursuant to clause (iii) of this sentence, (A) a time period relating to when
the Rights may be redeemed or to modify the ability (or inability) of the Board
to redeem the Rights, in either case at such time as the Rights are not then
redeemable or (B) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of, or the benefits
to, the holders of Rights (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person). Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment. Notwithstanding anything contained
in this Agreement to the contrary, no supplement or amendment shall be made
which changes the Redemption Price or the number of one one-thousandths of a
share of Preferred Stock for which a Right is exercisable. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock of the Company.

                  Section 28. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  Section 29. Determinations and Actions by the Board, etc. For
all purposes of this Agreement, any calculation of the number of shares of
Common Stock of the Company or Voting Securities outstanding at any particular
time, including for purposes of determining the particular percentage of such
outstanding shares of Common Stock of the Company or Voting Securities of which
any Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act. The Board shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically


                                       47


granted to the Board or to the Company or as may be necessary or advisable in
the administration of this Agreement, including without limitation the right and
power to (a) interpret the provisions of this Agreement and (b) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including without limitation a determination to redeem or not redeem
the Rights or to amend this Agreement). All such actions, calculations,
interpretations and determinations (including without limitation, for purposes
of clause (y) below, all omissions with respect to the foregoing) which are done
or made by the Board, the Outside Directors or the Company in good faith, shall
(x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties and (y) not subject the Board or the
Outside Directors to any liability to the holders of the Rights or otherwise.

                  Section 30. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, registered holders of the Common Stock of the Company)
any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock of the Company).

                  Section 31. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board determines
in its good faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this Agreement, the
right of redemption set forth in Section 23 hereof shall be reinstated and shall
not expire until the Close of Business on the tenth Business Day following the
date of such determination by the Board. Without limiting the foregoing, if any
provision of this Agreement requiring that a determination be made by the
Outside Directors is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such determination shall then be
made by the Board in accordance with applicable law and the Company's articles
of organization and by-laws.

                  Section 32.  Governing Law.  This Agreement, each Right and 
each Rights Certificate issued hereunder shall be deemed to


                                       48


be a contract made under the laws of the Commonwealth of Massachusetts, and for
all purposes, this Agreement shall be governed by and construed in accordance
with the laws of such Commonwealth applicable to contracts made and to be
performed entirely within such Commonwealth.

                  Section 33. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counter parts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                  Section 34.  Descriptive Headings.  Descriptive headings of 
the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.


                                       49


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


Attest:                              BANKBOSTON CORPORATION


By /s/ Janice B. Liva                By /s/ Gary A. Spiess
  ------------------------------       -------------------------------
  Name: Janice B. Liva                 Name: Gary A. Spiess
  Title: Assistant Clerk               Title: Executive Vice President
                                              and General Counsel



Attest:                              BANKBOSTON, N.A., as Rights Agent


                                     By Its Agent, Boston EquiServe Division
                                        of EquiServe Limited Partnership

By /s/ William L. Goldberg           By /s/ Charles V. Rossi
  ------------------------------       -------------------------------
  Name: William L. Goldberg            Name: Charles V. Rossi
  Title: Managing Director             Title: President


                                       50


                                                                       Exhibit A

                                                          FEDERAL IDENTIFICATION
                                                                  NO. 04-2471221

                        The Commonwealth of Massachusetts

                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                        CERTIFICATE OF VOTE OF DIRECTORS
                     ESTABLISHING A CLASS OR SERIES OF STOCK
                    (General Laws, Chapter 156B, Section 26)


We,_______________________________________________ , *President/*Vice President
and ______________________________________________ , *Clerk/*Assistant Clerk
of  BankBoston Corporation,
    --------------------------------------------------------------------------
                           (Exact name of corporation)
located at 100 Federal Street, Boston, MA 02110,
- ------------------------------------------------------------------------------
                (Street address of corporation in Massachusetts)

do hereby certify that at a meeting of the directors of the corporation held on
December 17, 1998, the following vote establishing and designating a class or
series of stock and determining the relative rights and preferences thereof was
duly adopted:







     *        This Certificate of Vote of Directors Establishing a Class or
              Series of Stock replaces in its entirety the Certificate of Vote
              of Directors Establishing a Series of a Class of Stock filed by
              Bank of Boston Corporation (currently known as BankBoston
              Corporation) (the "Corporation") with the Secretary of State of
              the Commonwealth of Massachusetts on June 29, 1990, the provisions
              of which are currently contained in Article IV of the Restated
              Articles of Organization of the Corporation. As of the current
              date, no shares of Junior Participating Preferred Stock, Series D
              of the Corporation ever have been issued.






*Delete the inapplicable words.



                                       A-1





VOTED:            That pursuant to Article IV of the Articles of 
                  Organization, as amended, of the Corporation, the Board of 
                  Directors hereby establishes a series of preferred stock of 
                  the Corporation and hereby states the designation and 
                  number of shares, and fixes the preferences, voting powers, 
                  qualifications and special or relative rights or privileges 
                  thereof as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Junior Participating Preferred Stock, Series D" and the
number of shares constituting such series shall be 500,000.

                  Section 2.  Dividends and Distributions.

                           (a)  Subject to the prior and superior rights of
the holders of any shares of any series of preferred stock of the Corporation
("Preferred Stock") ranking prior and superior to the shares of Junior
Participating Preferred Stock, Series D with respect to dividends, the holders
of shares of Junior Participating Preferred Stock, Series D shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
15th day of March, June, September and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Junior Participating Preferred Stock, Series D, in an
amount per share (rounded to the nearest cent) equal to the greater of (i) $3.10
or (ii) subject to the provision for adjustment hereinafter set forth, 1,000
times the aggregate per share amount of all cash dividends, plus 1,000 times the
aggregate per share amount (payable in kind) of all noncash dividends or other
distributions other than a dividend payable in shares of common stock, par value
$1.00 per share, of the Corporation (the "Common Stock") or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock, since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Junior Participating
Preferred Stock, Series D. In the event the Corporation shall at any time after
December 17, 1998 (the "Rights Dividend Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide or
split the outstanding Common Stock, or (iii) combine or consolidate the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Junior Participating Preferred Stock,
Series D were entitled immediately prior to such event under clause (ii) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which


                                       A-2





is the number of shares of Common Stock that were outstanding immediately prior
to such event.

                           (b)  The Corporation shall declare a dividend or
distribution on the Junior Participating Preferred Stock, Series D as provided
in paragraph (a) above immediately after it declares a dividend or distribution
on the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$3.10 per share on the Junior Participating Preferred Stock, Series D shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

                           (c)  Dividends shall begin to accrue and be 
cumulative on outstanding shares of Junior Participating Preferred Stock, 
Series D from the Quarterly Dividend Payment Date next preceding the date of 
issue of such shares of Junior Participating Preferred Stock, Series D, 
unless the date of issue of such shares is prior to the record date for the 
first Quarterly Dividend Payment Date, in which case dividends on such shares 
shall begin to accrue from the date of issue of such shares, or unless the 
date of issue is a Quarterly Dividend Payment Date or is a date after the 
record date for the determination of holders of shares of Junior 
Participating Preferred Stock, Series D entitled to receive a quarterly 
dividend and before such Quarterly Dividend Payment Date, in either of which 
events such dividends shall begin to accrue and be cumulative from such 
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear 
interest. Dividends paid on the shares of Junior Participating Preferred 
Stock, Series D in an amount less than the total amount of such dividends at 
the time accrued and payable on such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at the time outstanding. The Board 
of Directors may fix a record date for the determination of holders of shares 
of Junior Participating Preferred Stock, Series D entitled to receive payment 
of a dividend or distribution declared thereon, which record date shall be no 
more than 30 days prior to the date fixed for the payment thereof.

                  Section 3.  Voting Rights.  The holders of shares of Junior 
Participating Preferred Stock, Series D shall have the following voting rights:

                           (a)  Subject to the provision for adjustment
hereinafter set forth, each share of Junior Participating Preferred Stock,
Series D shall entitle the holder thereof to 1,000 votes on all matters
submitted to a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time after the Rights Dividend Declaration Date (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)


                                       A-3





subdivide or split the outstanding Common Stock, or (iii) combine or consolidate
the outstanding Common Stock into a smaller number of shares, then in each such
case the number of votes per share to which holders of shares of Junior
Participating Preferred Stock, Series D were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

                           (b)  Except as otherwise provided herein or as
required by law, the holders of shares of Junior Participating Preferred Stock,
Series D and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of the Corporation.

                           (c)(i) If at any time dividends on any Junior
         Participating Preferred Stock, Series D shall be in arrears in an
         amount equal to six quarterly dividends thereon, the occurrence of such
         contingency shall mark the beginning of a period (herein called a
         "default period") which shall extend until such time when all accrued
         and unpaid dividends for all previous quarterly dividend periods and
         for the current quarterly dividend period on all shares of Junior
         Participating Preferred Stock, Series D then outstanding shall have
         been declared and paid or set apart for payment. During each default
         period, all holders of preferred stock (including holders of the Junior
         Participating Preferred Stock, Series D) with dividends in arrears in
         an amount equal to six quarterly dividends thereon, voting as a class,
         irrespective of series, shall have the right to elect two Directors.

                           (ii) During any default period, such voting right of
         the holders of Junior Participating Preferred Stock, Series D may be
         exercised initially at a special meeting called pursuant to
         subparagraph (iii) of this Section 3(C) or at any annual meeting of
         stockholders or special meeting in lieu of an annual meeting, and
         thereafter at annual meetings of stockholders or special meetings in
         lieu of an annual meeting, provided that neither such voting right nor
         the right of the holders of any other series of Preferred Stock, if
         any, to increase, in certain cases, the authorized number of Directors
         shall be exercised unless the holders of a majority in number of
         shares of Preferred Stock outstanding shall be present in person or by
         proxy. The absence of a quorum of the holders of Common Stock shall not
         affect the exercise by the holders of Preferred Stock of such voting
         right. At any meeting at which the holders of Preferred Stock shall
         exercise such voting right initially during an existing default period,
         they shall have the right, voting as a class, to elect Directors to
         fill such vacancies, if any,


                                       A-4



         in the Board of Directors as may then exist up to two Directors or, if
         such right is exercised at an annual meeting or special meeting in lieu
         of an annual meeting, to elect two Directors. If the number which may
         be so elected at any special meeting (other than a special meeting in
         lieu of an annual meeting) does not amount to the required number, the
         holders of the Preferred Stock shall have the right to make such
         increase in the number of Directors as shall be necessary to permit
         the election by them of the required number. After the holders of the
         Preferred Stock shall have exercised their right to elect Directors in
         any default period and during the continuance of such period, the
         number of Directors shall not be increased or decreased except by vote
         of the holders of Preferred Stock as herein provided or pursuant to the
         rights of any equity securities ranking senior to or pari passu with
         the Junior Participating Preferred Stock, Series D.

                           (iii) Unless the holders of Preferred Stock shall,
         during an existing default period, have previously exercised their
         right to elect Directors, the Board of Directors may order, or any
         stockholder or stockholders owning in the aggregate not less than ten
         percent of the total number of shares of Preferred Stock outstanding,
         irrespective of series, may request, the calling of a special meeting
         of the holders of Preferred Stock, which meeting shall thereupon be
         called by the President of the Corporation or the Board of Directors.
         Notice of such meeting and of any annual meeting or special meeting in
         lieu of an annual meeting at which holders of Preferred Stock are
         entitled to vote pursuant to this paragraph (C)(iii) shall be given to
         each holder of record of Preferred Stock by mailing a copy of such
         notice to him at his last address as the same appears on the books of
         the Corporation. Such meeting shall be called for a time not earlier
         than 20 days and not later than 60 days after such order or request or
         in default of the calling of such meeting within 60 days after such
         order or request, such meeting may be called on similar notice by any
         stockholder or stockholders owning in the aggregate not less than ten
         percent of the total number of shares of Preferred Stock outstanding.
         Notwithstanding the provisions of this paragraph (C)(iii), such
         holders of the Preferred Stock shall not have the right to call such a
         special meeting during the period within 60 days immediately preceding
         the date fixed for the next annual meeting of the stockholders.

                           (iv) In any default period, the holders of Common
         Stock, and other classes of stock of the Corporation if applicable,
         shall continue to be entitled to elect the whole number of Directors
         until the holders of Preferred Stock shall have exercised their right
         to elect two Directors voting as a class, after the exercise of which
         right (x) the


                                       A-5



         Directors so elected by the holders of Preferred Stock shall continue
         in office until their successors shall have been elected by such
         holders or until the expiration of the de fault period, and (y) any
         vacancy in the Board of Directors may (except as provided in paragraph
         (C)(ii) of this Section 3) be filled by vote of a majority of the
         remaining Directors theretofore elected by the holders of the class of
         stock which elected the Director whose office shall have become vacant.
         References in this paragraph (C) to Directors elected by the holders
         of a particular class of stock shall include Directors elected by such
         Directors to fill vacancies as provided in clause (y) of the foregoing
         sentence.

                           (v) Immediately upon the expiration of a default
         period, (x) the right of the holders of Preferred Stock as a class to
         elect Directors shall cease, (y) the term of any Directors elected by
         the holders of Preferred Stock as a class shall terminate, and (z) the
         number of Directors shall be such number as may be provided for in the
         articles of organization or by-laws as then in effect irrespective of
         any increase made pursuant to the provisions of paragraph (C)(ii) of
         this Section 3 (such number being subject, however, to change
         thereafter in any manner provided by law or in the articles of
         organization or by-laws as then in effect). Any vacancies in the Board
         of Directors effected by the provisions of clauses (y) and (z) in the
         preceding sentence may be filled by a majority of the remaining
         Directors.

                           (d)  Except as set forth herein, holders of Junior
Participating Preferred Stock, Series D shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

                  Section 4.  Certain Restrictions.

                           (a)  Whenever quarterly dividends or other 
dividends or distributions payable on the Junior Participating Preferred 
Stock, Series D as provided in Section 2 are in arrears, thereafter and until 
all accrued and unpaid dividends and distributions, whether or not declared, 
on shares of Junior Participating Preferred Stock, Series D outstanding shall 
have been paid in full, the Corporation shall not:

                  (i) declare or pay dividends on, make any other distributions
                  on, or redeem or purchase or otherwise acquire for
                  consideration any shares of stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Junior Participating Preferred Stock, Series D;



                                       A-6





                  (ii) declare or pay dividends on or make any other
                  distributions on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Junior Participating Preferred Stock,
                  Series D, except dividends paid ratably on the Junior
                  Participating Preferred Stock, Series D, and all such parity
                  stock on which dividends are payable or in arrears in
                  proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for 
                  consideration shares of any stock ranking on a parity (either
                  as to dividends or upon liquidation, dissolution or winding 
                  up) with the Junior Participating Preferred Stock, Series D,
                  provided that the Corporation may at any time redeem, purchase
                  or otherwise acquire shares of any such parity stock in
                  exchange for shares of any stock of the Corporation ranking
                  junior (either as to dividends or upon dissolution,
                  liquidation or winding up) to the Junior Participating
                  Preferred Stock, Series D;

                  (iv) purchase or otherwise acquire for consideration any
                  shares of Junior Participating Preferred Stock, Series D or
                  any shares of stock ranking on a parity with the Junior
                  Participating Preferred Stock, Series D, except pursuant to
                  Section 8 or in accordance with a purchase offer made in
                  writing or by publication (as determined by the Board of
                  Directors) to all holders of such shares upon such terms as
                  the Board of Directors, after consideration of the respective
                  annual dividend rates and other relative rights and
                  preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

                           (b)  The Corporation shall not permit any 
subsidiary of the Corporation to purchase or otherwise acquire for 
consideration any shares of stock of the Corporation unless the Corporation 
could, under paragraph (a) of this Section 4, purchase or otherwise acquire 
such shares at such time and in such manner.

                  Section 5. Reacquired Shares. Any shares of Junior 
Participating Preferred Stock, Series D purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.



                                       A-7



                  Section 6.  Liquidation, Dissolution or Winding Up.

                           (a)  Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution shall be made to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Junior Participating Preferred
Stock, Series D unless, prior thereto, the holders of shares of Junior
Participating Preferred Stock, Series D shall have received $1,000 per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series D Liquidation
Preference"). Following the payment of the full amount of the Series D
Liquidation Preference, no additional distributions shall be made to the
holders of shares of Junior Participating Preferred Stock, Series D unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series D Liquidation Preference by (ii) 1,000 (as appropriately
adjusted as set forth in subparagraph (c) below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii) immediately above being re ferred to as the
"Adjustment Number"). Following the payment of the full amount of the Series D
Liquidation Preference and the Common Adjustment in respect to all outstanding
shares of Junior Participating Preferred Stock, Series D and Common Stock,
respectively, holders of Junior Participating Preferred Stock, Series D and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to one with respect to such Junior Participating Preferred Stock, Series
D and Common Stock, on a per share basis, respectively.

                           (b)  In the event, however, that there are not
sufficient assets available to permit payment in full of the Series D
Liquidation Preference and the liquidation preferences of all other series of
preferred stock, if any, which rank on a parity with the Junior Participating
Preferred Stock, Series D, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

                           (c)  In the event the Corporation shall at any time
after the Rights Dividend Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide or split the outstanding
Common Stock or (iii) combine or consolidate the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying


                                       A-8





such Adjustment Number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case, the shares of Junior Participating Preferred Stock, Series D shall at the
same time be similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash or any other property (payable in
kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time after the
Rights Dividend Declaration Date (a) declare any dividend on Common Stock
payable in shares of Common Stock, (b) subdivide or split the outstanding Common
Stock, or (c) combine or consolidate the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Junior 
Participating Preferred Stock, Series D shall be adjusted by multiplying such 
amount by a fraction; the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the denominator of 
which is the number of shares of Common Stock that were outstanding 
immediately prior to such event.

                  Section 8. Redemption. The outstanding shares of Junior
Participating Preferred Stock, Series D may be redeemed at the option of the
Board of Directors as a whole, but not in part, at any time, or from time to
time, at a cash price per share equal to 100 percent of (a) the product of the
Adjustment Number times the Average Market Value (as such term is hereinafter
defined) of the Common Stock, plus (b) all dividends which on the redemption
date have accrued on the shares to be redeemed and have not been paid or
declared and a sum sufficient for the payment thereof set apart, without
interest. The "Average Market Value" is the average of the closing sale prices
of the Common Stock during the 30 day period immediately preceding the date
before the redemption date on the Composite Tape for New York Stock Exchange,
Inc. listed stocks, or, if such stock is not quoted on the Composite Tape, on
the New York Stock Exchange, Inc., or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934, as amended, on which such stock is listed,
or, if such stock is not listed on any such exchange, the average of the closing
sale prices with respect to a share of Common Stock during such 30 day period,
as quoted on the Nasdaq National Market or any quotation system then in use, or
if no such quotations are available, 

                                      A-9



the fair market value of the Common Stock as determined by the Board of
Directors in good faith.

                  Section 9. Ranking. The Junior Participating Pre ferred Stock,
Series D shall rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of assets unless the
terms of any such series shall provide otherwise.

                  Section 10. Amendment. At such time as shares of Junior
Participating Preferred Stock, Series D are outstanding, the Articles of
Organization of the Corporation shall not be further amended in any manner which
would materially alter or change the powers, preferences or special rights of
the Junior Participating Preferred Stock, Series D so as to affect them
adversely without the affirmative vote of the holders of two-thirds or more of
the outstanding shares of Junior Participating Preferred Stock, Series D voting
separately as a class.

                  Section 11. Fractional Shares. Junior Participating Preferred
Stock, Series D may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and have the benefit of
all other rights of a holder of Junior Participating Preferred Stock, Series D.

                  Section 12. Cancellation. Any shares of the Junior
Participating Preferred Stock, Series D redeemed, exchanged, purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof; all such shares shall upon
their cancellation become authorized but unissued shares of preferred stock.



                                       A-10







SIGNED UNDER THE PENALTIES OF PERJURY, this _____ day of _________ , 19 _____ ,
_______________________________________________, *President/*Vice President
_______________________________________________, *Clerk/*Assistant Clerk


*Delete the inapplicable words.


                                      A-11



                        THE COMMONWEALTH OF MASSACHUSETTS

                        CERTIFICATE OF VOTE OF DIRECTORS
                    ESTABLISHING A CLASS OR SERIES OF STOCK
                    (General Laws, Chapter 156B, Section 26)


      ---------------------------------------------------------------------


          I hereby approve the within Certificate of Vote of Directors and, the
          filing fee in the amount of $__________ having been paid, said 
          certificate is deemed to have been filed with me this ___ day of 
          ____________________, 19 .



          Effective date: __________________________________________________





                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth













                    TO BE FILLED IN BY CORPORATION Photocopy
                           of document to be sent to:


               --------------------------------------------------

               --------------------------------------------------

               --------------------------------------------------

              Telephone: _________________________________________



                                      A-12





                                                                       Exhibit B


                          [Form of Rights Certificate]


Certificate No. R-                                              _________ Rights


NOT EXERCISABLE AFTER December 17, 2008, SUBJECT TO EARLIER REDEMPTION, EXCHANGE
OR EXPIRATION PURSUANT TO THE RENEWED RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT
TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET
FORTH IN THE RENEWED RIGHTS AGREEMENT. THE RIGHTS EVIDENCED BY THIS CERTIFICATE
SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY
JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDER,
OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT
HAVE BEEN OBTAINED OR BE OBTAINABLE. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RENEWED RIGHTS AGREEMENT) AND
ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO IS, WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE 
OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RENEWED RIGHTS 
AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED 
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 
7(E) OF SUCH AGREEMENT.]*


- --------

*        The portion of the legend in brackets shall be inserted only if
         applicable and shall replace the preceding sentence.


                                       B-1



                               Rights Certificate

                             BANKBOSTON CORPORATION

                  This certifies that _____________________________, or 
registered assigns, is the registered owner of the number of Rights set forth 
above, each of which entitles the owner thereof, subject to the terms, 
provisions and conditions of the Renewed Rights Agreement, dated as of 
December 17, 1998, as amended, restated, renewed or extended from time to 
time (the "Rights Agreement"), between BankBoston Corporation, a 
Massachusetts corporation (the "Company"), and BankBoston, N.A., a national 
banking association (the "Rights Agent"), to purchase from the Company at any 
time prior to 5:00 P.M. (Boston, Massachusetts time) on December 17, 2008 at 
the office or offices of the Rights Agent, or its successors as Rights Agent, 
designated for such purpose, one one-thousandth of a fully paid, 
nonassessable share of Junior Participating Preferred Stock, Series D, no par 
value per share, of the Company (the "Preferred Stock"), at a purchase price 
of $160 per one one-thousandth of a share (the "Purchase Price"), upon 
presentation and surrender of this Rights Certificate with the Form of 
Election to Purchase and included Certificate duly completed and executed. 
The number of Rights evidenced by this Rights Certificate (and the number of 
shares which may be purchased upon exercise thereof) set forth above, and the 
Purchase Price set forth above, are the number and Purchase Price as of 
____________________________, _________________________________, based on the 
Preferred Stock as constituted at such date. The Company reserves the right 
to require prior to the occurrence of a Triggering Event (as such term is 
defined in the Rights Agreement) that a number of Rights be exercised so that 
only whole shares of Preferred Stock will be issued.

                  As more fully set forth in the Rights Agreement, from and
after the first occurrence of a Section 11(a)(ii) Event (as such term is defined
in the Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights Agreement) which the
Board (as defined in the Rights Agreement), in its sole discretion, determines
is or was involved in or caused or facilitated, directly or indirectly
(including through a change in the Board), such Section 11(a)(ii) Event, (ii) a
transferee of such Acquiring Person (or of any such Affiliate or Associate) who
becomes a transferee after such Acquiring Person becomes such or (iii) under
certain circumstances specified in the Rights Agreement, a transferee of such
Acquiring Person (or of any such Affiliate or Associate) who becomes a
transferee prior to or concurrently with such Acquiring Person becoming such,
such Rights shall become null and void without any further action, and no holder
hereof shall have any right with respect to such Rights, whether under the
Rights Agreement or otherwise.



                                       B-2





                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events (as defined in the Rights
Agreement).

                  This Rights Certificate is subject to all of the terms, 
provisions and conditions of the Rights Agreement, which terms, provisions 
and conditions are hereby incorporated herein by reference and made a part 
hereof and to which Rights Agreement reference is hereby made for a full 
description of the rights, limitations of rights, obligations, duties and 
immunities hereunder of the Rights Agent, the Company and the holders of the 
Rights Certificates, which limitations of rights include the temporary 
suspension of the exercisability of such Rights under the specific 
circumstances set forth in the Rights Agreement. Reference is also made to 
the Rights Agreement for definitions of capitalized terms used and not 
defined herein. Copies of the Rights Agreement are on file at the 
above-mentioned office of the Rights Agent and are also available upon 
written request to the Rights Agent.

                  This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office or offices of the Rights Agent
designated for such purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights entitling the
holder to purchase a like aggregate number of one one-thousandths of a share of
Preferred Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase. If this
Rights Certificate shall be exercised or exchanged in part, the holder shall be
entitled to receive upon surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised or exchanged.

                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right at any time prior to the earlier of the Close
of Business on (i) the tenth Business Day following the Stock Acquisition Date
(as such time period may be extended pursuant to the Rights Agreement) and (ii)
the Final Expiration Date (as defined in the Rights Agreement).

                  If the Company so determines, no fractional shares of
Preferred Stock will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu thereof, a cash
payment will be made, as provided in the Rights Agreement.



                                       B-3





                  No holder of this Rights Certificate, as such, shall be 
entitled to vote or receive dividends or be deemed for any purpose the holder 
of shares of Preferred Stock or of any other securities of the Company which 
may at any time be issuable on the exercise or exchange hereof, nor shall 
anything contained in the Rights Agreement or herein be construed to confer 
upon the holder hereof, as such, any of the rights of a stockholder of the 
Company or any right to vote for the election of directors or upon any matter 
submitted to stockholders at any meeting thereof, or to give or withhold 
consent to any corporate action, or to receive notice of meetings or other 
actions affecting stockholders (except as provided in the Rights Agreement), 
or to receive dividend or subscription rights, or otherwise, until the Right 
or Rights evidenced by this Rights Certificate shall have been exercised or 
exchanged as provided in the Rights Agreement.

                  This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.



                                       B-4





                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of   __________________

                                              BANKBOSTON CORPORATION


                                              By
                                                --------------------------------
                                                Title:



                                              By
                                                --------------------------------
                                                Title:



Countersigned:

BANKBOSTON, N.A.


By
  --------------------------
  Authorized Signature




                                       B-5





                  [Form of Reverse Side of Rights Certificate]


                                   ASSIGNMENT


                (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate.)


FOR VALUE RECEIVED _____________________________________________________________
hereby sells, assigns and transfers unto________________________________________

________________________________________________________________________________
                  (Please print name and address of transferee)


________________________________________________________________________________


this Rights Certificate, together with all right, title and interest herein,
and does hereby irrevocably constitute and appoint
____________ Attorney, to transfer the within Rights Certificate on the books of
the within-named Company, with full power of substitution.


Dated: __________________



                                    ------------------------------
                                    Signature



Signature Guaranteed:



                                       B-6





                                   Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined in the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by
this Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: ________________________                          _______________________
                                                         Signature


Signature Guaranteed:


                                     NOTICE

                  The signatures to the foregoing Assignment and Certificate
must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change whatsoever.



                                       B-7





                              ELECTION TO PURCHASE

                      (To be executed if holder desires to
                       exercise Rights represented by the
                              Rights Certificate.)


To:      BANKBOSTON CORPORATION

                  The undersigned hereby irrevocably elects to exercise ________
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other Person which may be issuable or such
other assets which may be deliverable upon the exercise of the Rights) and
requests that certificates for any such shares or securities be issued in the
name of and delivered to:


Please insert social security
or other identifying number



- --------------------------------------------------------------------------------
                         (Please print name and address)



- --------------------------------------------------------------------------------

                  If such number of Rights shall not be all the Rights evidenced
by this Rights Certificate, a new Rights Certificate for the balance of such
Rights shall be registered in the name of and delivered to:



                                       B-8





Please insert social security
or other identifying number



- --------------------------------------------------------------------------------

                         (Please print name and address)


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


Dated: _________________


                                                              ------------------
                                                              Signature


Signature Guaranteed:


                                   Certificate

                  The undersigned hereby certifies by checking the appro priate
boxes that:

                  (1) the Rights evidenced by this Rights Certificate [ ] are 
[ ] are not being exercised by or on behalf of a Person who is or was an 
Acquiring Person or an Affiliate or Associate of any such Acquiring Person 
(as such terms are defined in the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by
this Rights Certificate from any Person who is, was or became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person.


Dated: ___________________

                                                              ------------------
                                                              Signature

Signature Guaranteed:


                                       B-9




                                     NOTICE


                  The signatures to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.




                                      B-10