BankBoston to Partner with Bank of Montreal and First Annapolis in Creation of Credit Card Joint Venture.

BOSTON--(BUSINESS WIRE)--Sept. 4, 1997--BankBoston Corp. (NYSE:BKB) announced today that it has entered into a joint venture agreement with Bank of Montreal and its U.S. subsidiary, Chicago-based Harris Bank and First Annapolis, a leading U.S. credit card consulting company, to create a new credit card company.

Under the terms of the agreement, BankBoston will exchange its national credit card portfolio -- some 550,000 accounts and approximately $1.2 billion in receivables -- for cash. In addition, BankBoston will receive $50 million of preferred shares, 19 percent of the common shares and $5 million in cash. BankBoston will retain its regional credit card portfolio, continuing to serve some 330,000 customers in southern New England. The transaction is expected to close in the fourth quarter of 1997.

"This joint venture combines the strengths and expertise of industry leaders and offers BankBoston the opportunity to participate in a joint venture that will be well positioned to take advantage of the consolidating and highly competitive credit card business," said BankBoston CEO Chad Gifford. "Like mortgage banking and securities processing -- two businesses in which we now participate as joint venture partners -- we view the credit card business as one in which both scale and industry specific focus and expertise are key to success. We have been extremely pleased with the performance of both HomeSide Lending, our home mortgage joint venture, and Boston Equiserve, our securities processing joint venture, and we expect similar success from the arrangement we are announcing today."

"This completes the strategic review of our national consumer businesses," Gifford added. "The recently completed dispositions of both Ganis Credit Corporation and Fidelity Acceptance Corporation and our partnership in this new joint venture frees up capital to allow us to invest more heavily in key businesses where we can leverage our brand and maximize shareholder value."

In a separate news release issued by the joint venture partners, John Soderland, who is currently managing director of First Annapolis but who will serve as president and chief executive officer of the new company, said that the new joint venture will capitalize on the consolidation and restructuring taking place in the credit card industry. "In a consolidating industry, the winning issuers will have the economies of scale to handle rising direct servicing costs, economies of skill for using sophisticated information management techniques and the marketing innovation needed to position their credit cards uniquely in the eyes of the consumers. Our joint venture brings all of these qualities and skills together under the same roof."

The joint venture will retain First Data Resources (FDR), a leading global provider of issuer-based services, as its processing provider. Operational services for BankBoston's New England regional credit card customers will be provided through the new venture. While all customers will be notified of any changes affecting them well in advance, those who have questions now may call 1-800-252-9210.

BankBoston (NYSE:BKB) with assets of $66.1 billion as of June 30, 1997 was founded in 1784 and is the 15th-largest bank holding company in the United States. BankBoston is engaged primarily in consumer banking in southern New England, providing financing and capital markets services to selected corporations regionally, nationally and internationally, and full-service banking in key Latin American markets. The corporation and its subsidiaries operate throughout the United States 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.

CONTACT: BankBoston

Karen Schwartzman, Media Relations, 617/434-7594

OR

John Kahwaty, Investor Relations, 617/434-3650