Exhibit 4(g)
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of December 12, 1995, is between BANK OF
BOSTON CORPORATION, a Massachusetts corporation (the "Company"), and THE FIRST
NATIONAL BANK OF BOSTON, as rights agent (the "Rights Agent").
Recitals
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A. The Company and the Rights Agent are parties to a Rights Agreement
dated as of June 28, 1990 (the "Rights Agreement").
B. The Company, Boston Merger Corp., a wholly owned subsidiary of the
Company ("Merger Sub") and BayBanks, Inc. ("BayBanks") have entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger
Sub will merge with and into BayBanks (the "Merger"), and the Company and
BayBanks have entered into a related Stock Option Agreement (the "Option
Agreement") pursuant to which BayBanks is granted the right to acquire Common
Stock of the Company upon the occurrence of certain conditions. The Board of
Directors of the Company has approved the Merger Agreement, the Merger and the
Option Agreement.
C. Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the
foregoing and the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement
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is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither BayBanks nor any of its existing or future
Affiliates or Associates shall be deemed to be an Acquiring Person
solely by virtue of (i) the execution of the Merger Agreement and
the Option Agreement, (ii) the acquisition of
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Common Stock pursuant to the Merger Agreement or the Option
Agreement or the consummation of the Merger, or (iii) the
consummation of the other transactions contemplated by the Merger
Agreement and the Option Agreement."
2. Amendment of Section 1(rr). Section 1(rr) of the Rights Agreement
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is amended to add the following proviso at the end thereof:
"; provided, however, that no Triggering Event shall result solely
by virtue of (i) the execution of the Merger Agreement and the
Option Agreement, (ii) the acquisition of Common Stock pursuant to
the Merger Agreement or the Option Agreement or the consummation
of the Merger, or (iii) the consummation of the other transactions
contemplated by the Merger Agreement and the Option Agreement."
3. Amendment of Section 1. Section 1 of the Rights Agreement is
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further amended to add the following paragraphs at the end thereof:
(uu) "BayBanks" shall mean BayBanks, Inc., a Massachusetts
corporation.
(vv) "Merger" shall have the meaning set forth in the Merger
Agreement.
(ww) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of December 12, 1995, by and between the Company,
Boston Merger Corp., a wholly owned subsidiary of the Company, and
BayBanks, as amended from time to time."
(xx) "Option Agreement" shall mean that certain Stock Option
Agreement, dated as of December 12, 1995, by and between BayBanks
and the Company relating to the right to acquire Common Stock, as
amended from time to time."
4. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
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amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely by virtue of (i) the execution of the Merger
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Agreement and the Option Agreement, (ii) the acquisition of Common
Stock pursuant to the Merger Agreement or the Option Agreement or
the Consummation of the Merger, or (iii) the consummation of the
other transactions contemplated by the Merger Agreement and the
Option Agreement."
5. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
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amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the execution of the Merger Agreement and
the Option Agreement; (ii) the acquisition of Common Stock
pursuant to the Merger Agreement or the Option Agreement or the
consummation of the Merger; nor (iii) the consummation of the
other transactions contemplated in the Merger Agreement and the
Option Agreement, shall be deemed to be events that cause the
Rights to become exercisable pursuant to the provisions of this
Section 7 or otherwise."
6. Amendment of Section 11. Section 11 of the Rights Agreement is
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amended to add the following sentence after the first sentence of said Section:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the execution of the Merger Agreement and
the Option Agreement; (ii) the acquisition of Common Stock
pursuant to the Merger Agreement or the Option Agreement or the
consummation of the Merger; nor (iii) the consummation of the
other transactions contemplated in the Merger Agreement and the
Option Agreement, shall be deemed to be a Section 11(a)(ii) Event
or to cause the Rights to be adjusted or to become exercisable in
accordance with this Section 11."
7. Amendment of Section 13. Section 13 of the Rights Agreement is
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amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the execution of the Merger Agreement and
the Option Agreement; (ii) the acquisition of Common Stock
pursuant to the Merger Agreement or the Option Agreement or the
consummation of the Merger; nor (iii) the
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consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement, shall be deemed to be a
Section 13 Event or to cause the Rights to be adjusted or to
become exercisable in accordance with Section 13."
8. Effectiveness. This Amendment shall be deemed effective as of the
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date first written above, as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
9. Miscellaneous. This Amendment shall be deemed to be a contract
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made under the laws of the Commonwealth of Massachusetts and for all purposes
shall be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
provisions, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
EXECUTED under seal as of the date set forth above.
BANK OF BOSTON
CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Director,
Mergers & Acquisitions
THE FIRST NATIONAL
BANK OF BOSTON,
as Rights Agent:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Counsel & Clerk
