
<PAGE>
 


                        STATE STREET BOSTON CORPORATION

                      [Debt Securities] [Preferred Stock]
                       ---------------   --------------- 

                             Underwriting Agreement
                             ----------------------



                                                              ____________, 1996

[Name and Address of
the Representative(s)
of the Underwriters]

Ladies and Gentlemen:

          From time to time State Street Boston Corporation, a Massachusetts
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firm or firms named in
Schedule I to the applicable Pricing Agreement (such firm or firms constituting
the "Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain (i) of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"); or (ii) shares of its Preferred Stock
(the "Shares").  The shares of Preferred Stock specified in such Pricing
Agreement are referred to as "Firm Shares" with respect to such Pricing
Agreement and the shares of Preferred Stock represented by such Pricing
Agreement are referred to as the shares of "Designated Preferred Stock" with
respect to such Pricing Agreement.  If specified in such Pricing Agreement, the
Company may grant to the Underwriters the right to purchase at their election an
additional number of shares of Preferred Stock, specified as provided in such
Pricing Agreement as provided in Section 3 hereof (the "Optional Shares").  The
Firm Shares and the Optional Shares, if any, which the Underwriters elect to
purchase pursuant to Section 3 hereof are herein collectively referred to as the
"Designated Shares".

          The terms and rights of any particular issuance of Designated [Shares]
[Securities] shall be as specified in the Pricing Agreement relating thereto
[and in or pursuant to the indenture (the "Indenture") identified in such
Pricing Agreement].

          1.  Particular sales of Designated [Shares] [Securities] may be made
from time to time to the Underwriters of such [Shares] [Securities], for whom
the firms designated as representatives of the Underwriters of such [Shares]
[Securities] in the Pricing Agreement relating thereto will act as
representatives (the "Representatives").  The term "Representatives" also refers
to a single firm acting as sole representative of the Underwriters and to an
Underwriter or Underwriters who act without any firm being designated as its or
their representatives.  This Underwriting Agreement shall not be construed as an
obligation of the
<PAGE>
 
Company to sell any of the [Shares] [Securities] or as an obligation of any of
the Underwriters to purchase the [Shares] [Securities].  The obligation of the
Company to issue and sell any of the [Shares] [Securities] and the obligation of
any of the Underwriters to purchase any of the [Shares] [Securities] shall be
evidenced by the Pricing Agreement with respect to the Designated [Shares]
[Securities] specified therein.  Each Pricing Agreement shall specify the
aggregate [principal amount of such Designated Securities] [number of Firm
Shares, the maximum number of Optional Shares, if any], the initial public
offering price of such [Designated [Securities], the purchase price to the
Underwriters of such [Designated Securities] [Firm and Optional Shares or the
manner for determining such price, the terms of the Designated Shares, including
the terms on which and the terms of the securities into which the Designated
Shares will be convertible or exchangeable], the names of the Underwriters of
such Designated [Shares] [Securities], the names of the Representatives of such
Underwriters [and the principal amount of such Designated Securities to be
purchased by each Underwriter] [the number of Designated Shares  to be purchased
by each Underwriter and the commission] and shall set forth the date, time and
manner of delivery of such Designated [Shares] [Securities] and payment
therefor.  The Pricing Agreement shall also specify (to the extent not set forth
in the Indenture and the registration statement and prospectus with respect
thereto) the terms of such Designated [Shares] [Securities].  A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted.  The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

          2.  The Company represents and warrants to, and agrees with, each of
the Underwriters that:

          (a)  Two registration statements on Form S-3 (File Nos. 33-49885 and
   33-______) in respect of the [Shares] [Securities] have been filed with the
   Securities and Exchange Commission (the "Commission"); such registration
   statements and any post-effective amendment thereto, each in the form
   heretofore delivered or to be delivered to the Representatives and, excluding
   exhibits to such registration statements, but including all documents
   incorporated by reference in the prospectus contained in the latest
   registration statement, to the Representatives for each of the other
   Underwriters, have been declared effective by the Commission in such form; no
   other document with respect to such registration statements or document
   incorporated by reference therein has heretofore been filed or transmitted
   for filing with the Commission (other than prospectuses filed pursuant to
   Rule 424(b) of the rules and regulations of the Commission under the
   Securities Act of 1933, as amended (the "Act"), each in the form heretofore
   delivered to the Representatives); and no stop order suspending the
   effectiveness of any such registration statement has been issued and no
   proceeding for that purpose has been initiated or threatened by the
   Commission (any preliminary prospectus included in such registration
   statements or filed with the Commission pursuant to Rule 424(a) under the Act
   is hereinafter called a "Preliminary Prospectus"; the various parts of such
   registration statements, including all exhibits thereto and the documents
   incorporated by reference in the prospectus contained in the registration
   statement at the time such parts of the registration statements became
   effective but excluding Form T-1, each as amended at the time such parts of
   the registration statements became effective, being hereinafter called the
   "Registration Statement"; the prospectus relating to the [Shares]
   [Securities], in the form in which it has most recently been filed, or
   transmitted for filing, with the Commission on or prior to the date of this
   Agreement, being hereinafter called the "Prospectus"; any reference herein to
   any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
   include the documents incorporated by reference therein pursuant to the
   applicable form under the Act, as of the date of such Preliminary Prospectus
   or Prospectus, as the case may be; any reference to any amendment or
   supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
   refer to and include any documents filed after the date of such Preliminary
   Prospectus or Prospectus, as the case may be, under the

                                      -2-
<PAGE>
 
   Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
   incorporated by reference in such Preliminary Prospectus or Prospectus, as
   the case may be; any reference to any amendment to the Registration Statement
   shall be deemed to refer to and include any annual report of the Company
   filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the
   effective date of the Registration Statement that is incorporated by
   reference in the Registration Statement; and any reference to the Prospectus
   as amended or supplemented shall be deemed to refer to the Prospectus as
   amended or supplemented in relation to the applicable Designated [Shares]
   [Securities] in the form in which it is filed with the Commission pursuant to
   Rule 424(b) under the Act in accordance with Section 5(a) hereof, including
   any documents incorporated by reference therein as of the date of such
   filing);

          (b) The documents incorporated by reference in the Prospectus, when
   they became effective or were filed with the Commission, as the case may be,
   conformed in all material respects to the requirements of the Act or the
   Exchange Act, as applicable, and the published rules and regulations of the
   Commission thereunder, and none of such documents contained an untrue
   statement of a material fact or omitted to state a material fact required to
   be stated therein or necessary to make the statements therein not misleading;
   and any further documents so filed and incorporated by reference in the
   Prospectus or any further amendment or supplement thereto, when such
   documents become effective or are filed with the Commission, as the case may
   be, will conform in all material respects to the requirements of the Act or
   the Exchange Act, as applicable, and the published rules and regulations of
   the Commission thereunder and will not contain an untrue statement of a
   material fact or omit to state a material fact required to be stated therein
   or necessary to make the statements therein not misleading; provided,
   however, that this representation and warranty shall not apply to any
   statements or omissions made in reliance upon and in conformity with
   information furnished in writing to the Company by an Underwriter of
   Designated [Shares] [Securities] through the Representatives expressly for
   use in the Prospectus as amended or supplemented relating to such [Shares]
   [Securities];

          (c)  The Registration Statement and the Prospectus conform, and any
   further amendments or supplements to the Registration Statement or the
   Prospectus will conform, in all material respects to the requirements of the
   Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture
   Act") and the rules and regulations of the Commission thereunder and do not
   and will not, as of the applicable effective date as to the Registration
   Statement and any amendment thereto and as of the applicable filing date as
   to the Prospectus and any amendment or supplement thereto, contain an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading;
   provided, however, that this representation and warranty shall not apply to
   any statements or omissions made in reliance upon and in conformity with
   information furnished in writing to the Company by an Underwriter of
   Designated [Shares] [Securities] through the Representatives expressly for
   use in the Prospectus as amended or supplemented relating to such [Shares]
   [Securities];

          (d)  Neither the Company nor any of its subsidiaries has sustained
   since the date of the latest audited financial statements included or
   incorporated by reference in the Prospectus any material loss or interference
   with its business from fire, explosion, flood or other calamity, whether or
   not covered by insurance, or from any labor dispute or court or governmental
   action, order or decree, otherwise than as set forth or contemplated in the
   Prospectus; and, since the respective dates as of which information is given
   in the Registration Statement and the Prospectus, there has not been any
   change in the capital stock or long-term debt (other than (i) issuances of
   capital stock upon exercise of options and stock appreciation rights, (ii)
   upon earn-outs of performance shares (iii) upon repayment of long-term debt
   in accordance with its terms and (iv) upon conversions of convertible
   securities, in each case which were

                                      -3-
<PAGE>
 
   outstanding on the date of the latest balance sheet included or incorporated
   by reference in the Prospectus and other than changes in the capital stock
   arising from repurchases of the Company's Common Stock, par value $1.00 per
   share, in accordance with the Company's share repurchase plan authorized by
   the Board of Directors of the Company) of the Company or any of its
   subsidiaries or any material adverse change or any development involving a
   prospective material adverse change, in or affecting the general affairs,
   management, financial position, stockholders' equity or results of operations
   of the Company and its subsidiaries taken as a whole, otherwise than as set
   forth or contemplated in the Prospectus;

          (e)  Each of the Company and State Street Bank and Trust Company (the
   "Bank") has been duly incorporated and is validly existing as a corporation
   or trust company in good standing under the laws of the jurisdiction of its
   incorporation, with power and authority (corporate and other) to own its
   properties and conduct its business as described in the Prospectus, and has
   been duly qualified as a foreign corporation or trust company for the
   transaction of business and is in good standing under the laws of each other
   jurisdiction in which it owns or leases properties, or conducts any business,
   so as to require such qualification, or is subject to no material liability
   or disability by reason of the failure to be so qualified in any such
   jurisdiction;

          (f)  The Company has an authorized capitalization as set forth in the
   Prospectus, and all of the issued shares of capital stock of the Company have
   been duly and validly authorized and issued and are fully paid and non-
   assessable; and all of the issued shares of capital stock of the Bank have
   been duly and validly authorized and issued, are fully paid and non-
   assessable and (except for directors' qualifying shares) are owned directly
   or indirectly by the Company, free and clear of all liens, encumbrances,
   equities or claims;

          [(g)  The Securities have been duly authorized, and, when Designated
   Securities are issued and delivered pursuant to this Agreement and the
   Pricing Agreement with respect to such Designated Securities, such Designated
   Securities will have been duly executed, authenticated, issued and delivered
   and will constitute valid and legally binding obligations of the Company
   entitled to the benefits provided by the Indenture, which will be
   substantially in the form filed as an exhibit to the Registration Statement;
   the Indenture has been duly authorized and duly qualified under the Trust
   Indenture Act and, at the Time of Delivery for such Designated Securities (as
   defined in Section 4 hereof), the Indenture will constitute a valid and
   legally binding instrument, enforceable in accordance with its terms,
   subject, as to enforcement, to bankruptcy, insolvency, reorganization and
   other laws of general applicability relating to or affecting creditors'
   rights and to general equity principles; and the Indenture conforms, and the
   Designated Securities will conform, to the descriptions thereof contained in
   the Prospectus as amended or supplemented with respect to such Designated
   Securities;]

          [(g)  The Shares have been duly and validly authorized, and, when the
   Firm Shares are issued and delivered pursuant to this Agreement and the
   Pricing Agreement with respect to such Designated Shares, and in the case of
   any Optional Shares, pursuant to Overallotment Options (as defined is Section
   3 hereof) with respect to such Shares, such Designated Shares will be duly
   and validly issued and fully paid and non-assessable; the Shares conform to
   the description thereof contained in the Registration Statement and the
   Designated Shares will conform to description thereof contained in the
   Prospectus as amended or supplemented with respect to such Designated Shares;
   and the holders of outstanding capital stock of the Company are not entitled
   to preemptive or other rights afforded by the Company to subscribe for any
   such Shares;]

          (h)  The issue and sale of the [Shares] [Securities] and the
   compliance by the Company with all of the provisions of [the Securities], the
   Indenture,] this Agreement, [and] any Pricing Agreement [and each
   Overallotment Option], and the consummation

                                      -4-
<PAGE>
 
   of the transactions herein and therein contemplated will not conflict with or
   result in a breach or violation of any of the terms or provisions of, or
   constitute a default under, any indenture, mortgage, deed of trust, loan
   agreement or other agreement or instrument to which the Company or the Bank
   is a party or by which the Company or the Bank is bound or to which any of
   the property or assets of the Company or the Bank is subject, nor will such
   action result in any violation of the provisions of the Articles of
   Organization, as amended, or the By-Laws of the Company or Certificate of
   Incorporation or By-laws of the Bank or any statute or any order, rule or
   regulation of any court or governmental agency or body having jurisdiction
   over the Company or the Bank or any of their properties; and no consent,
   approval, authorization, order, registration or qualification of or with any
   such court or governmental agency or body is required for the issue and sale
   of the [Shares] [Securities] or the consummation by the Company of the
   transactions contemplated by this Agreement or any Pricing Agreement [or the
   Indenture], except such as have been, or will have been prior to the Time of
   Delivery, obtained under the Act [and the Trust Indenture Act] and such
   consents, approvals, authorizations, registrations or qualifications as may
   be required under state securities or Blue Sky laws in connection with the
   purchase and distribution of the [Shares] [Securities] by the Underwriters;

          (i)  The statements set forth in the Prospectus under the caption
   ["Description of Debt Securities"] ["Description of Preferred Stock"],
   insofar as they purport to constitute a summary of the terms of the [Shares]
   [Securities], and under the caption "Plan of Distribution", insofar as they
   purport to describe the provisions of the laws and documents referred to
   therein, are accurate, complete and fair;

          (j)  Except as set forth or contemplated in the Prospectus, there is
   not pending or, to the Company's knowledge, threatened, any actions, suits or
   proceedings to which the Company or any of its subsidiaries is a party,
   before or by any court or governmental agency or body, which, taking into
   account the likelihood of the outcome, the damages or other relief sought and
   other relevant factors, individually and in the aggregate, would reasonably
   be expected to result in any material adverse change, or any development
   involving a prospective material adverse change, in or affecting the general
   affairs, management, financial position, stockholders' equity or results of
   operations of the Company and its subsidiaries taken as a whole;

          (k)  The Company is not and, after giving effect to the offering and
   sale of the [Shares] [Securities], will not be an "investment company" or an
   entity "controlled" by an "investment company", as such terms are defined in
   the Investment Company Act of 1940, as amended (the "Investment Company
   Act");

          (l)  The Company is a bank holding company registered under the Bank
   Holding Company Act of 1956, as amended; and the Company and the Bank are in
   substantial compliance with, and conduct their respective businesses in
   substantial conformity with, all applicable laws and governmental regulations
   governing bank holding companies, banks and subsidiaries of bank holding
   companies, respectively;

          (m)  Neither the Company nor any of its affiliates does business with
   the government of Cuba or with any person or affiliate located in Cuba within
   the meaning of Section 517.075, Florida Statutes; and

          (n)  Ernst & Young LLP, who have certified certain financial
   statements of the Company and its subsidiaries, are independent public
   accountants as required by the Act and the rules and regulations of the
   Commission thereunder.

          3.  Upon the execution of the Pricing Agreement applicable to any
Designated [Shares] [Securities] and authorization by the Representatives of the
release of [such Designated Securities] [the Firm Shares], the several
Underwriters propose to offer [such

                                      -5-
<PAGE>
 
Designated Securities] [the Firm Shares] for sale upon the terms and conditions
set forth in the Prospectus as amended or supplemented.

          [The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Overallotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares.  Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company, given
within a period specified in the Pricing Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives but in no event
earlier than the First Time of Delivery (as defined in Section 4 hereof) or,
unless the Representatives and the Company otherwise agree in writing, earlier
than or later than the respective number of business days after the date of such
notice set forth in such Pricing Agreement.]

          [The number of Optional Shares to be added to the number of Firm
Shares to be purchased by each Underwriter as set forth in Schedule I to the
Pricing Agreement applicable to such Designated Shares shall be, in each case,
the number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to be added shall
be, in each case, that proportion of Optional Shares which the number of Firm
Shares to be purchased by such Underwriter under such Pricing Agreement bears to
the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares).  The total number of Designated Shares to
be purchased by all of the Underwriters pursuant to such Pricing Agreement shall
be the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.]

          4.  [Certificates for the Firm Shares and the Optional Shares]
[Designated Securities] to be purchased by each Underwriter pursuant to the
Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, [all in the manner and at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
[Securities.] [(i) with respect to the Shares, all in the manner and at the
place and time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "First Time of Delivery" and
(ii) with respect to any Optional Shares, in the manner and at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date, if not the First Time of Delivery, herein called the "Second
Time of Delivery".  Each such time and date of delivery is herein called a "Time
of Delivery".]

          5.  The Company agrees with each of the Underwriters of any Designated
[Shares] [Securities]:

          (a)  To prepare the Prospectus as amended and supplemented in relation
   to the applicable Designated [Shares] [Securities] in a form approved by the
   Representatives and to file such Prospectus pursuant to Rule 424(b) under the
   Act not later than the Commission's close of business on the second business
   day following the execution and delivery of the Pricing Agreement relating to
   the applicable Designated [Shares]

                                      -6-
<PAGE>
 
   [Securities] or, if applicable, such earlier time as may be required by Rule
   424(b); to make no further amendment or any supplement to the Registration
   Statement or Prospectus as amended or supplemented after the date of the
   Pricing Agreement relating to such [Shares] [Securities] and prior to the
   Time of Delivery for such [Shares] [Securities] which shall be disapproved by
   the Representatives for such [Shares] [Securities] promptly after reasonable
   notice thereof; to advise the Representatives promptly of any such amendment
   or supplement after such Time of Delivery and furnish the Representatives
   with copies thereof; to file promptly all reports and any definitive proxy or
   information statements required to be filed by the Company with the
   Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
   for so long as the delivery of a prospectus is required in connection with
   the offering or sale of such [Shares] [Securities], and during such same
   period to advise the Representatives, promptly after it receives notice
   thereof, of the time when any amendment to the Registration Statement has
   been filed or becomes effective or any supplement to the Prospectus or any
   amended Prospectus has been filed with the Commission, of the issuance by the
   Commission of any stop order or of any order preventing or suspending the use
   of any prospectus relating to the [Shares] [Securities], of the suspension of
   the qualification of such [Shares] [Securities] for offering or sale in any
   jurisdiction, of the initiation or threatening of any proceeding for any such
   purpose, or of any request by the Commission for the amending or
   supplementing of the Registration Statement or Prospectus or for additional
   information; and, in the event of the issuance of any such order preventing
   or suspending the use of any prospectus relating to the [Shares] [Securities]
   or suspending any such qualification, to use promptly its best efforts to
   obtain the withdrawal of such order;

          (b)  Promptly from time to time to take such action as the
   Representatives may reasonably request to qualify such [Shares] [Securities]
   for offering and sale under the securities laws of such jurisdictions as the
   Representatives may request and to comply with such laws so as to permit the
   continuance of sales and dealings therein in such jurisdictions for as long
   as may be necessary to complete the distribution of such [Shares]
   [Securities], provided that in connection therewith the Company shall not be
   required to qualify as a foreign corporation or to file a general consent to
   service of process in any jurisdiction;

          (c)  Prior to 10:00 a.m., New York City time, on the New York Business
   Day next succeeding the date of this Agreement and from time to time, to
   furnish the Underwriters with copies of the Prospectus in New York City as
   amended or supplemented in such quantities as the Representatives may from
   time to time reasonably request, and, if the delivery of a prospectus is
   required at any time in connection with the offering or sale of the [Shares]
   [Securities] and if at such time any event shall have occurred as a result of
   which the Prospectus as then amended or supplemented would include an untrue
   statement of a material fact or omit to state any material fact necessary in
   order to make the statements therein, in the light of the circumstances under
   which they were made when such Prospectus is delivered, not misleading, or,
   if for any other reason it shall be necessary during such same period to
   amend or supplement the Prospectus or to file under the Exchange Act any
   document incorporated by reference in the Prospectus in order to comply with
   the Act, the Exchange Act or the Trust Indenture Act, to notify the
   Representatives and upon their request to file such document and to prepare
   and furnish without charge to each Underwriter and to any dealer in
   securities as many copies as the Representatives may from time to time
   reasonably request of an amended Prospectus or a supplement to the Prospectus
   which will correct such statement or omission or effect such compliance;

          (d)  To make generally available to its securityholders as soon as
   practicable, but in any event not later than eighteen months after the
   effective date of the Registration Statement (as defined in Rule 158(c)), an
   earnings statement of the Company and its subsidiaries (which need not be
   audited) complying with Section 11(a)

                                      -7-
<PAGE>
 
   of the Act and the rules and regulations of the Commission thereunder
   (including at the option of the Company, Rule 158); and

          (e)  During the period beginning from the date of the Pricing
   Agreement for such Designated [Shares] [Securities] and continuing to and
   including the later of (i) the termination of trading restrictions for such
   Designated [Shares] [Securities], as notified to the Company by the
   Representatives and (ii) the Time of Delivery for such Designated [Shares]
   [Securities], not to offer, sell, contract to sell or otherwise dispose of
   any debt securities of the Company which mature more than one year after such
   Time of Delivery and which are substantially similar to such Designated
   [Shares] [Securities] [(other than pursuant to employee stock option plans
   existing on, or upon the conversion of convertible or exchangeable securities
   outstanding as of, the date of the Pricing Agreement for such Designated
   [Shares] [Securities])] without the prior written consent of the
   Representatives.

          6.  The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the [Shares] [Securities] under the Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the [Shares] [Securities]; (iii)
all expenses in connection with the qualification of the [Shares] [Securities]
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky and Legal
Investment Surveys; (iv) any fees charged by securities rating services for
rating the [Shares] [Securities]; (v) any filing fees incident to and the fees
and disbursements of counsel for the Underwriters in connection with, any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the [Shares] [Securities]; (vi) the cost of preparing the
[Shares] [Securities]; [(vii) the fees and expenses of any Trustee and any agent
of any Trustee and the fees and disbursements of counsel for any Trustee in
connection with any Indenture and the Securities]; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder [or under
any Overallotment Options] which are not otherwise specifically provided for in
this Section.  It is understood, however, that, except as provided in this
Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the [Shares] [Securities] by them, and any advertising expenses
connected with any offers they may make.

          7.  The obligations of the Underwriters of any Designated [Shares]
[Securities] under the Pricing Agreement relating to such Designated [Shares]
[Securities] shall be subject, in the discretion of the Representatives, to the
condition that all representations and warranties and other statements of the
Company in or incorporated by reference in the Pricing Agreement relating to
such Designated [Shares] [Securities] are, at and as of the Time of Delivery for
such Designated [Shares] [Securities], true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:

          (a)  The Prospectus as amended or supplemented in relation to the
   applicable Designated [Shares] [Securities] shall have been filed with the
   Commission pursuant to Rule 424(b) within the applicable time period
   prescribed for such filing by the rules and regulations under the Act and in
   accordance with Section 5(a) hereof; no stop order suspending the
   effectiveness of the Registration Statement or any part thereof shall have
   been issued and no proceeding for that purpose shall have been initiated or

                                      -8-
<PAGE>
 
   threatened by the Commission; and all requests for additional information on
   the part of the Commission shall have been complied with to the
   Representatives' reasonable satisfaction;

          (b)  Sullivan & Cromwell, counsel for the Underwriters shall have
   furnished to the Representatives such opinion or opinions (a draft of each
   such opinion is attached as Annex IIa hereto), dated the Time of Delivery for
   such Designated [Shares] [Securities], with respect to the incorporation of
   the Company, [the validity of the Indenture], the Designated [Shares]
   [Securities], the Registration Statement, the Prospectus as amended or
   supplemented and other related matters as the Representatives may reasonably
   request, and such counsel shall have received such papers and information as
   they may reasonably request to enable them to pass upon such matters;

          (c)  John R. Towers, General Counsel for the Company, shall have
   furnished to the Representatives his written opinion (a draft of such opinion
   is attached as Annex IIb hereto), dated the Time of Delivery for such
   Designated [Shares] [Securities], in form and substance satisfactory to the
   Representatives, to the effect that:

               (i)   All of the issued shares of capital stock of the Company
          [(including the Designated Shares being delivered at such Time of
          Delivery)] have been duly and validly authorized and issued and are
          fully paid and non-assessable [and the Designated Shares conform to
          the description of the Preferred Stock contained in the Prospectus as
          amended or supplemented];

               (ii)  To the best of such counsel's knowledge and other than as
          set forth in the Prospectus, there is not pending or, to the Company's
          knowledge, threatened, any actions, suits or proceedings to which the
          Company or any of its subsidiaries is a party, before or by any court
          or governmental agency or body, which, taking into account the
          likelihood of the outcome, the damages or other relief sought and
          other relevant factors, individually and in the aggregate, would
          reasonably be expected to result in any material adverse change, or
          any development involving a prospective material adverse change, in or
          affecting the general affairs, management, financial position,
          stockholders' equity or results of operations of the Company and its
          subsidiaries taken as a whole, otherwise than as set forth or
          contemplated in the Prospectus;

               (iii)  This Agreement and the Pricing Agreement with respect to
          the Designated [Shares] [Securities] have been duly authorized,
          executed and delivered by the Company;

               [(iv)  The Indenture has been duly authorized, executed and
          delivered by the Company and constitutes a valid and legally binding
          instrument and obligation of the Company, enforceable against the
          Company in accordance with its terms, subject, as to enforcement, to
          bankruptcy, insolvency, reorganization and other laws of general
          applicability relating to or affecting creditors' rights and to
          general equity principles; and the Indenture has been duly qualified
          under the Trust Indenture Act;]

               (v)  The issue and sale of the Designated [Shares] [Securities]
          being delivered at such Time of Delivery and the compliance by the
          Company with all of the provisions of [the Designated Securities, the
          Indenture,] this Agreement and the Pricing Agreement with respect to
          the Designated [Shares] [Securities] and the consummation of the
          transactions herein and therein contemplated will not conflict with or
          result in a breach or violation of any of the terms or provisions of,
          or constitute a default under, any indenture,

                                      -9-
<PAGE>
 
          mortgage, deed of trust, loan agreement or other agreement or
          instrument known to such counsel to which the Company or the Bank is a
          party or by which the Company or the Bank is bound or to which any of
          the property or assets of the Company or the Bank is subject, nor will
          such actions result in any violation of the provisions of the Articles
          of Organization, as amended, or By-Laws of the Company or the
          Certificate of Incorporation or By-laws of the Bank or any statute or
          any order, rule or regulation known to such counsel of any court or
          governmental agency or body having jurisdiction over the Company or
          the Bank or any of its properties except that such counsel need not
          express any opinion concerning the legal effect of compliance by the
          Company with the provisions of Section 8 of this Agreement;

               (vi)  No consent, approval, authorization, order, registration or
          qualification of or with any such court or governmental agency or body
          is required for the issue and sale of the Designated [Shares]
          [Securities] or the consummation by the Company of the transactions
          contemplated by this Agreement or such Pricing Agreement [or the
          Indenture], except such as have been obtained under the Act [and the
          Trust Indenture Act] and such consents, approvals, authorizations,
          registrations or qualifications as may be required under state
          securities or Blue Sky laws in connection with the purchase and
          distribution of the Designated [Shares] [Securities] by the
          Underwriters; and

               (vii)  The statements set forth in the Prospectus under the
          caption ["Description of Debt Securities",] ["Description of Preferred
          Stock"] insofar as they purport to constitute a summary of the terms
          of [the Preferred Stock and the Shares] [the Securities] and under the
          caption "Plan of Distribution", insofar as they purport to describe
          the provisions of the laws and documents referred to therein, are
          accurate, complete and fair;

               (viii)  The Company is not an "investment company" or an entity
          "controlled" by an "investment company", as such terms are defined in
          the Investment Company Act;

               (ix)  The documents incorporated by reference in the Prospectus
          as amended or supplemented (other than the financial statements and
          related schedules therein, as to which such counsel need express no
          opinion), when they became effective or were filed with the
          Commission, as the case may be, complied as to form in all material
          respects with the requirements of the Act or the Exchange Act, as
          applicable, and the rules and regulations of the Commission
          thereunder; and nothing has come to the attention of such counsel that
          would lead such counsel to believe that any of such documents, when
          they became effective or were so filed, as the case may be, contained,
          in the case of a registration statement which became effective under
          the Act, an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, or, in the case of other documents
          which were filed under the Act or the Exchange Act with the
          Commission, an untrue statement of a material fact or omitted to state
          a material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made when such
          documents were so filed, not misleading; and

          (c)  Ropes & Gray, counsel for the Company, shall have furnished to
   the Representatives their written opinion (a draft of such opinion is
   attached as Annex IIc hereto), dated the Time of Delivery for such Designated
   [Shares] [Securities], in form and substance satisfactory to the
   Representatives, to the effect that:

                                      -10-
<PAGE>
 
               (i)  Each of the Company and the Bank has been duly incorpo rated
          and is validly existing as a corporation or trust company in good
          standing under the laws of the jurisdiction of its incorporation, with
          corporate power and authority to own its properties and conduct its
          business as described in the Prospectus as amended or supplemented;

               (ii)  The Company has an authorized capitalization as set forth
          in the Prospectus as amended or supplemented; and all of the issued
          shares of capital stock of the Bank have been duly and validly
          authorized and issued and are fully paid and non-assessable and
          (except for directors' qualifying shares) are owned, to the best of
          such counsel's knowledge, directly or indirectly by the Company, free
          and clear of all liens, encumbrances, equities or claims;

               (iii)  This Agreement and the Pricing Agreement with respect to
          the Designated [Shares] [Securities] have been duly authorized,
          executed and delivered by the Company;

               [(iv)   The Designated Shares being delivered at such Time of
          Delivery have been duly and validly authorized and issued and are
          fully paid and non-assessable and the Designated Shares conform to the
          description of the Preferred Stock contained in the Prospectus as
          amended or supplemented];

               [(iv)  The Designated Securities have been duly authorized,
          executed, authenticated, issued and delivered and constitute valid and
          legally binding and enforceable obligations of the Company subject as
          to enforcement to bankruptcy, insolvency, reorganization and other
          laws of general applicability relating to or affecting creditors'
          rights and to general equity principles, and are entitled to the
          benefits provided by the Indenture; and the Designated Securities and
          the Indenture conform to the descriptions thereof in the Prospectus as
          amended or supplemented;]

               [(v)  The Indenture has been duly authorized, executed and
          delivered by the Company and constitutes a valid and legally binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms, subject as to enforcement to bankruptcy,
          insolvency, reorganization and other laws of general applicability
          relating to or affecting creditors' rights and to general equity
          principles; and the Indenture has been duly qualified under the Trust
          Indenture Act; and]

               (vi)  The Registration Statement and the Prospectus as amended or
          supplemented and any further amendments and supplements thereto made
          by the Company prior to the Time of Delivery [for the Designated
          Securities] (other than the financial statements, including the notes
          and schedules thereto, and any financial data set forth or referred to
          in the Registration Statement or the Prospectus that is derived from
          the Company's accounting books and records, as to which such counsel
          need express no opinion) comply as to form in all material respects
          with the requirements of the Act [and the Trust Indenture Act] and the
          published rules and regulations thereunder; nothing has come to their
          attention which would lead them to believe that, as of its effective
          date, the Registration Statement or any further amendment thereto made
          by the Company prior to the Time of Delivery (other than the financial
          statements, including the notes and schedules thereto, and any
          financial data set forth or referred to in the Registration Statement
          or the Prospectus that is derived from the Company's accounting books
          and records, as to which such counsel need express no opinion)
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading or that, as of its date, the
          Prospectus as amended or supplemented or any further amendment or
          supplement thereto made by the Company prior to the Time of

                                      -11-
<PAGE>
 
          Delivery (other than the financial statements, including the notes and
          schedules thereto, and any financial data set forth or referred to in
          the Registration Statement or the Prospectus that is derived from the
          Company's accounting books and records, as to which such counsel need
          express no opinion) contained an untrue statement of a material fact
          or omitted to state a material fact necessary to make the statements
          therein, in light of the circumstances in which they were made, not
          misleading or that, as of the Time of Delivery, either the
          Registration Statement or the Prospectus as amended or supplemented or
          any further amendment or supplement thereto made by the Company prior
          to the Time of Delivery (other than the financial statements,
          including the notes and schedules thereto, and any financial data set
          forth or referred to in the Registration Statement or the Prospectus
          that is derived from the Company's accounting books and records, as to
          which such counsel need express no opinion) contains an untrue
          statement of a material fact or omits to state a material fact
          necessary to make the statements therein, in light of the
          circumstances in which they were made, not misleading; and they do not
          know of any amendment to the Registration Statement required to be
          filed or any contracts or other documents of a character required to
          be filed as an exhibit to the Registration Statement or required to be
          incorporated by reference into the Prospectus as amended or
          supplemented or required to be described in the Registration Statement
          or the Prospectus as amended or supplemented which are not filed or
          incorporated by reference or described as required;

          (e)  On the date of the Pricing Agreement for such Designated [Shares]
   [Securities] and at the Time of Delivery for such Designated [Shares]
   [Securities], the independent accountants who have certified the financial
   statements of the Company and its subsidiaries included or incorporated by
   reference in the Registration Statement shall have furnished to the
   Representatives a letter, dated the date of the Pricing Agreement (a draft of
   such letter is attached as Annex IIIa hereto) for such Designated [Shares]
   [Securities], and a letter dated such Time of Delivery (a draft of such
   letter is attached as Annex IIIb hereto), respectively, in such form and
   substance as the Representatives may reasonably request;

          (f)  (i)  Neither the Company nor any of its subsidiaries shall have
   sustained since the date of the latest audited financial statements included
   or incorporated by reference in the Prospectus as amended or supplemented any
   loss or interference with its business from fire, explosion, flood or other
   calamity, whether or not covered by insurance, or from any labor dispute or
   court or governmental action, order or decree, otherwise than as set forth or
   contemplated in the Prospectus as amended or supplemented, and (ii) since the
   respective dates as of which information is given in the Prospectus as
   amended or supplemented there shall not have been any change in the capital
   stock or long-term debt (other than issuances of capital stock upon exercise
   of options and stock appreciation rights, upon earn-outs of performance
   shares and upon conversions of convertible securities, in each case which
   were outstanding on the date of the latest balance sheet included or
   incorporated by reference in the Prospectus) of the Company or any of its
   subsidiaries or any change, or any development involving a prospective
   change, in or affecting the general affairs, management, financial position,
   stockholders' equity or results of operations of the Company and its
   subsidiaries, otherwise than as set forth or contemplated in the Prospectus
   as amended or supplemented, the effect of which, in any such case described
   in Clause (i) or (ii), is in the judgment of the Representatives so material
   and adverse as to make it impracticable or inadvisable to proceed with the
   public offering or the delivery of the Designated [Shares] [Securities] on
   the terms and in the manner contemplated in the Prospectus as amended or
   supplemented relating to the Designated [Shares] [Securities];

          (g)  On or after the date of the Pricing Agreement relating to the
   Designated [Shares] [Securities] (i) no downgrading shall have occurred in
   the rating accorded the

                                      -12-
<PAGE>
 
   Company's or the Bank's debt securities or preferred stock by Standard and
   Poor's Corporation, Moody's Investors Service, Inc. or Thomson Bankwatch, and
   (ii) no such organization shall have publicly announced that it has under
   surveillance or review, with possible negative implications, its rating of
   any of the Company's or the Bank's debt securities or preferred stock;

          (h)  On or after the date of the Pricing Agreement relating to the
   Designated [Shares] [Securities] there shall not have occurred any of the
   following: (i) a suspension or material limitation in trading in securities
   generally on the New York Stock Exchange; (ii) a suspension or material
   limitation in trading in the Company's securities on the New York Stock
   Exchange, (iii) a general moratorium on commercial banking activities
   declared by either Federal or New York State authorities; or (iv) the
   outbreak or escalation of hostilities involving the United States or the
   declaration by the United States of a national emergency or war, if the
   effect of any such event specified in this clause (iv) in the judgment of the
   Representatives makes it impracticable or inadvisable to proceed with the
   public offering or the delivery of the Designated [Shares] [Securities] on
   the terms and in the manner contemplated by the Prospectus as amended and
   supplemented relating to the Designated [Shares] [Securities]; and

          (i)  The Company shall have complied with the provisions of Section
   5(c) hereof with respect to the furnishing of prospectuses on the New York
   Business Day next succeeding the date of this Agreement.

          (j)  The Company shall have furnished or caused to be furnished to the
   Representatives at the Time of Delivery for the Designated [Shares]
   [Securities] a certificate or certificates of officers of the Company
   satisfactory to the Representatives as to the accuracy of the representations
   and warranties of the Company herein at and as of such Time of Delivery, as
   to the performance by the Company of all of its obligations hereunder to be
   performed at or prior to such Time of Delivery, as to the matters set forth
   in subsections (a) and (f) of this Section and as to such other matters as
   the Representatives may reasonably request.

          8. (a)  The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the [Shares] [Securities], or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the [Shares] [Securities], or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter of Designated [Shares] [Securities] through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
[Shares] [Securities]; provided, however, that the Company shall not be liable
to any Underwriter under this Section 8(a) with respect to any Preliminary
Prospectus or any amendment or supplement thereto to the extent that any such
loss, claim, damage, liability or expense of such Underwriter results from the
fact such Underwriter sold Designated [Securities] [Shares] to a person as to
whom it shall be established that there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the

                                      -13-
<PAGE>
 
Prospectus or of the Prospectus as then amended or supplemented in any case
where such delivery is required by the Act if the Company has previously
furnished copies thereof in sufficient quantity to such Underwriter and the
loss, claim, damage, liability or expense of such Underwriter results from an
untrue statement or omission of a material fact contained in a Preliminary
Prospectus or amendment or supplement thereto and was corrected in the
Prospectus (excluding documents incorporated by reference) or in the Prospectus
as then amended or supplemented (excluding documents incorporated by reference)
and which was identified in writing at such time to such Underwriter.

          (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the [Shares] [Securities], or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the [Shares] [Securities], or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.

          (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated [Shares] [Securities] on the other from the offering of the
Designated [Shares] [Securities] to which such loss, claim, damage or liability
(or action in respect thereof) relates.  If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying 

                                      -14-
<PAGE>
 
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters
of the Designated [Shares] [Securities] on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated [Shares]
[Securities] underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omis sion or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated [Shares]
[Securities] in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations with respect to such [Shares]
[Securities] and not joint.

          (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

          9.  (a)  If any Underwriter shall default in its obligation to
purchase [the Designated Securities] [the Firm Shares or Optional Shares] which
it has agreed to purchase under the Pricing Agreement relating to such [Shares]
[Designated Securities], the Representatives may in their discretion arrange for
themselves or another party or other parties to purchase such [Shares]
[Designated Securities] on the terms contained herein.  If within thirty-six
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such [Firm Shares or Optional Shares, as the case may be]
[Designated Securities], then the Company shall be entitled to a further period
of thirty-six hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such [Shares] [Designated
Securities] on such terms.  In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such [Shares] [Designated Securities], or the Company notifies
the Representatives that it has so arranged for the purchase of such [Shares]
[Designated Securities], the Representatives or the Company shall have the right
to postpone the Time of Delivery for such [Shares] [Designated Securities] for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the

                                      -15-
<PAGE>
 
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to the Pricing Agreement
with respect to such Designated [Shares] [Securities].

          (b) If, after giving effect to any arrangements for the purchase of
the [ Firm Shares or Optional Shares, as the case may be] [Designated
Securities] of a defaulting Underwriter or Underwriters by the Representatives
and the Company as provided in subsection (a) above, the aggregate [number of
such Shares] [principal amount of such Designated Securities] which remains
unpurchased does not exceed one-eleventh of the aggregate [aggregate amount of
the Firm Shares or Optional Shares, as the case may be, to be purchased at the
respective Time of Delivery] [principal amount of the Designated Securities],
then the Company shall have the right to require each non-defaulting Underwriter
to purchase the [principal amount of Designated Securities] [number of Firm
Shares or Optional Shares, as the case may be,] which such Underwriter agreed to
purchase under the Pricing Agreement relating to such Designated [Shares]
[Securities] and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the [principal amount of Designated
Securities] [the number of Firm Shares and Optional Shares, as the case may be,]
which such Underwriter agreed to purchase under such Pricing Agreement) of the
[Designated Securities] [Firm Shares or Optional Shares, as the case may be] of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

          (c) If, after giving effect to any arrangements for the purchase of
the [ Firm Shares or Optional Shares, as the case may be] [Designated
Securities] of a defaulting Underwriter or Underwriters by the Representatives
and the Company as provided in subsection (a) above, the aggregate [number of
such Shares] [principal amount of such Designated Securities] which remains
unpurchased exceeds one-eleventh of the aggregate [aggregate amount of the Firm
Shares or Optional Shares, as the case may be, to be purchased at the respective
Time of Delivery] [principal amount of the Designated Securities], as referred
to in subsection (b) above, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase [Designated Securities] [Firm Shares or Optional Shares, as the case
may be,] of a defaulting Underwriter or Underwriters, then the Pricing Agreement
relating to such [Designated Securities] [Firm Shares or the Overallotment
Option relating to such Optional Shares, as the case may be,] shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

          10.  The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the [Shares] [Securities].

          11.  If any Pricing Agreement [or Overallotment Option] shall be
terminated pursuant to Section 9 hereof, the Company shall not then be under any
liability to any Underwriter with respect to the Designated [Shares]
[Securities] covered by such Pricing Agreement except as provided in Section 6
and Section 8 hereof; but, if for any other reason Designated [Shares]
[Securities] are not delivered by or on behalf of the Company as provided
herein, the Company will reimburse the Underwriters through the Representatives
for all out-of-pocket expenses approved in writing by the Representatives,
including fees and disburse ments of counsel, reasonably incurred by the
Underwriters in making preparations for the 

                                      -16-
<PAGE>
 
purchase, sale and delivery of such Designated [Shares] [Securities], but the
Company shall then be under no further liability to any Underwriter with respect
to such Designated [Shares] [Securities] except as provided in Section 6 and
Section 8 hereof.

          12.  In all dealings hereunder, the Representatives of the
Underwriters of Designated [Shares] [Securities] shall act on behalf of each of
such Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose in the Pricing Agreement.

          All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

          13.  This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the [Shares]
[Securities] from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.

          14.  Time shall be of the essence of each Pricing Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

          15.  This Agreement and each Pricing Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

          16.  This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.

                                      -17-
<PAGE>
 
          If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof.

                                    Very truly yours,                           
                                                                               
                                    STATE STREET BOSTON CORPORATION            
                                                                               
                                                                               
                                    By:_______________________________________ 
                                        Name:                                  
                                        Title:                                 


Accepted as of the date hereof:

[Name or Representative(s)]



By:_______________________________
    Name:
    Title:

                                      -18-
<PAGE>
 
                                                                         ANNEX I
                               Pricing Agreement
                               -----------------



[Name and Address of
the Representative(s)
of the Underwriters]


                                                                 ........., 19..



Ladies and Gentlemen:

          State Street Boston Corporation, a Massachusetts corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated ........, 19.. (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the [Shares] [Securities]] specified in Schedule II hereto (the
"Designated [Shares] [Securities]") [consisting of Firm Shares and Optional
Shares]. Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a representation
or warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated [Shares] [Securities] which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated [Shares] [Securities] pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.

          An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated [Shares]
[Securities], in the form heretofore delivered to you is now proposed to be
filed with the Commission.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the [principal amount of Designated Securities] [the number of Firm Shares] set
forth opposite the name of such Underwriter in Schedule I hereto [and, in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares, as provided below, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company at the
<PAGE>
 
purchase price to the Underwriters set forth in Schedule II hereto that portion
of the number of Optional Shares as to which such election shall have been
exercises].

          [The Company hereby grants to each of the Underwriters the right to
purchase at their election the number of Optional Shares set forth opposite the
name of such Underwriter in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering over-allotments in the sale of
the Firm Shares.  Any such election to purchase Optional Shares may be exercised
by written notice from the Representatives to the Company given within a period
of 30 calendar days after the date of this Pricing Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the Representatives, but
in no event earlier than the First Time of Delivery or, unless the
Representative and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.]

          If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Under writing Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representa tives as to the authority of the signers thereof.

                                       Very truly yours,

                                       STATE STREET BOSTON CORPORATION


                                       By:..............................
                                          Name:
                                          Title:



Accepted as of the date hereof:


[Name or Representative(s)]



By:................................
    Name:
    Title:
