Bank of Boston stockholders approve merger agreement with BayBanks; Bank of Boston declares preferred dividends and an increase in common dividends.

BOSTON--(BUSINESS WIRE)--April 25, 1996--Bank of Boston Corp. (NYSE: BKB) stockholders today voted to approve the merger agreement between Bank of Boston and BayBanks Inc. (NMS:BBNK).

The vote was recorded at the annual meeting of stockholders held at The Federal Reserve Bank of Boston.

Commenting on today's favorable vote, Bank of Boston CEO Chad Gifford said, "By their vote today, our stockholders acknowledge the enormous potential that this merger holds for Bank of Boston, and we couldn't be more pleased. Bridging the world-class technology and consumer innovation of BayBanks with the corporate sophistication and global reach of Bank of Boston presents tremendous opportunities to build value -- not just for shareholders, but for our employees and for the customers and communities we serve."

The merger, which is expected to close in the third quarter of 1996, is subject to approval by federal regulators and state bank regulators. All necessary applications have been filed.

Separately, Bank of Boston reported that its board of directors today also declared quarterly dividends on its five outstanding series of preferred stock as follows: $.75 per share for Series A, $.75 per share for Series B, $1.37 per share for Series C, $.5375 per depositary share representing Series E, and $.49219 per depositary share representing Series F. These dividends are payable on June 17, 1996 to stockholders of record on May 15, 1996. The dividend rates on the adjustable rate preferred stocks are 6.00 percent for Series A, 6.00 percent for Series B and 5.50 percent for Series C.

Earlier today, Bank of Boston Corp. reported that the board had approved a 19 percent increase in its quarterly dividend on the corporation's common stock to $.44 from $.37 per share. The dividend is payable May 31, 1996 to stockholders of record on May 6, 1996.

Bank of Boston Corp. (NYSE:BKB), with assets of $46.5 billion as of March 31, 1996, is a focused financial institution engaged primarily in commercial and consumer banking in southern New England, financing to selected corporations and individuals nationally and internationally, and indigenous banking in Latin America. New England's only global bank, the corporation and its subsidiaries operate through a network of 500 offices in the U.S. and through more than 100 offices in 23 countries in Latin America, Europe and Asia, the third-largest overseas network of any U.S. bank. The corporation's common and preferred stocks are listed on the New York and Boston stock exchanges.

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