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Bankboston Banco Múltiplo S.A. Bankboston Leasing S.A. – Arrendamento Mercantil U.S.$1,000,000,000

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Bankboston Banco Múltiplo S.A. Bankboston Leasing S.A. – Arrendamento Mercantil U.S.$1,000,000,000 OFFERING CIRCULAR BANKBOSTON BANCO MÚLTIPLO S.A. BANKBOSTON LEASING S.A. – ARRENDAMENTO MERCANTIL U.S.$1,000,000,000 Boston-Brazil Medium Term Note Program certain of which Notes may be unconditionally and irrevocably guaranteed as to Commercial Risk, as further described herein, by BANKBOSTON, N.A.* BankBoston Banco Múltiplo S.A. ("BankBoston Banco Múltiplo S.A." or the "Bank"), BankBoston Leasing S.A. - Arrendamento Mercantil ("BBL") and each other issuer organized or incorporated under the laws of the Federative Republic of Brazil ("Brazil") as may be designated from time to time in a supplementary Offering Circular (each, an "Issuer" and collectively, the "Issuers") may from time to time issue Medium Term Notes (the "Notes") under the Boston-Brazil Medium Term Note Program (the "Program") described in this Offering Circular, provided that there shall only be one Issuer with respect to each Note issued. The Program has been established pursuant to the provisions of theAmended and Restated FiscalAgencyAgreement dated as of July 17, 1998, as the same has been and may be amended from time to time. Except as set forth herein, the Notes may have such minimum or maximum maturities, may be issued at their nominal amount or at a premium over or discount to their nominal amount, may bear interest at a fixed or floating rate or by reference to an index or formula and may be issued on a fully discounted basis, in each case as agreed to by the relevant Issuer and the relevant Dealer or Dealers (as defined below) and stated in the applicable supplement to this document (each, a "Pricing Supplement"). The maximum principal amount of all Notes from time to time outstanding will not exceed U.S.$1,000,000,000 (or its equivalent in any other Specified Currency as defined herein under "Description of the Notes"), subject to increase as provided herein. Certain of the Notes may be unconditionally and irrevocably guaranteed (each, a "Guarantee") as to Commercial Risk by BankBoston, N.A.* (the "Guarantor"), which Guarantee will be attached or affixed to and will constitute a part of each relevant Note. The Noteholders should review the Pricing Supplement for each issuance of Notes in order to ascertain whether such Notes are guaranteed. The Notes will be offered by the relevant Issuer through one or more of the dealers listed below and any other dealer appointed from time to time by such Issuer (each a "Dealer," and together the "Dealers") on a continuous basis or through syndicated placements. The applicable Pricing Supplement will specify the relevant Issuer and any Dealer, Dealers or syndicate of Dealers through which the Notes of a particular Tranche (as defined herein) will be offered. Notes that are identical in all respects (including as to Issue Date (as defined herein) but without regard to whether they are issued in registered and/or bearer form) shall constitute a "Tranche," and any Tranches of Notes that (i) are expressed to be consolidated and form a single series and (ii) are identical in all respects (except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices (each as defined herein under "Description of the Notes-Pricing Supplements") and except for whether they are issued in registered and/or bearer form) shall constitute a "Series”. THE NOTES AND, IF APPLICABLE, THE GUARANTEE MAY BE SUBJECT TO CERTAIN LIMITATIONS ON REPAYMENT IN THE EVENT OF A BRAZILIAN SOVEREIGN RISK EVENT, WHICH, UNLESS OTHERWISE PROVIDED IN THE RELEVANT PRICING SUPPLEMENT, IS DESCRIBED UNDER "TERMS AND CONDITIONS OF THE NOTES-BRAZILIAN SOVEREIGN RISK EVENT". IN THE EVENT OF CERTAIN BRAZILIAN SOVEREIGN RISK EVENTS, PAYMENT ON THE NOTES MAY BE DELAYED OR MAY BE MADE THROUGH THE PAYMENT OF BRAZILIAN CURRENCY OR THROUGH THE DELIVERY OF RIGHTS IN MANDATORY REMITTANCES. SEE "INVESTMENT CONSIDERATIONS-BRAZILIAN SOVEREIGN RISK EVENT”. Each payment in respect of Notes made by or on behalf of the relevant Issuer to or to the order of Deutsche Trust Bank Limited, as principal paying bank (the "Principal Paying Bank") on the date on which such payment is due shall discharge such Issuer’s and the Guarantor’s (if applicable) obligation with respect to such payment. Thereafter holders of such Notes shall be entitled to look only to the Principal Paying Bank for payment of such amount subject to, and as more fully described under, "Terms and Conditions of the Notes-Discharge of Issuer; Principal Paying Bank Default." Interest on the Notes shall cease to accrue as provided in "Terms and Conditions of the Notes-Interest" with respect to each timely payment by or on behalf of the relevant Issuer to the Principal Paying Bank. Application has been made for certain of the Notes to be issued under the Program to be listed on the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein that are applicable to each Tranche of Notes will be set forth in the Pricing Supplement, which, with respect to Notes to be listed, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche. The Program provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer and the relevant Dealer(s). An Issuer may also issue unlisted Notes. Application will be made for Notes represented by a Restricted Global Note (as defined in "Description of the Notes")(insofar as is necessary for such Notes to be settled through The Depository Trust Company ("DTC")) to be accepted as eligible for trading in the Private Offerings, Resales and Trading throughAutomated Linkages System ("PORTAL") of the NationalAssociation of Securities Dealers, Inc. Notes of a Tranche may be issued in bearer form outside the United States ofAmerica (the "United States" or the "U.S.") and/or in registered form both outside or within the United States. See "Investment Considerations" for a discussion of certain factors to be considered in connection with an investment in the Notes. THE NOTES DO NOT EVIDENCE DEPOSITSANDARE NOT INSURED BYANY REGULATORY OR GOVERNMENTALAGENCY OFTHE UNITED STATES, BRAZIL OR ANY OTHER JURISDICTION. THE NOTES ARE NOT OBLIGATIONS OF, NOR ARE THEY GUARANTEED BY, FLEETBOSTON FINANCIALCORPORATION. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may include Notes in bearer form that are subject to United States tax law requirements. Subject to certain exceptions described herein, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. See "Subscription and Sale”. Dealer BANKBOSTON TRUST COMPANY LIMITED The date of this Offering Circular is June 19, 2002 * BankBoston, N.A., a FleetBoston Financial Company, is the corporate name under which Fleet National Bank operates in Latin America. This Offering Circular is to be read in conjunction with all documents that are deemed to be incorporated herein by reference (see "Incorporation by Reference"). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. Any Issuer and the Guarantor (if applicable) may agree with any Dealer that Notes may be issued in a form or manner not contemplated herein, in which case a supplementary Offering Circular, if appropriate, will be prepared by the relevant Issuer and, if applicable, the Guarantor, and made available that will describe the effect of the agreement reached in relation to such Notes. Each Issuer and the Guarantor have taken all reasonable care to ensure that the facts stated in this Offering Circular in relation to such Issuer, the Guarantor and the Notes are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement contained herein, whether of fact or opinion. Each Issuer and the Guarantor accept responsibility accordingly. Notwithstanding the foregoing, the information provided herein with respect to Brazil is drawn from publicly available information, and none of the Guarantor, any Issuer or the Dealers make any representation or warranty relating thereto, other than that each of the Issuers accepts responsibility for the accurate summarization of such information as relates to it. No person has been authorized to give any information or to make any representation not contained in this Offering Circular or any Pricing Supplement and, if given or made, such information or representation must not be relied upon as having been authorized by the relevant Issuer, the Guarantor or any Dealer. This Offering Circular or any supplement hereto and any Pricing Supplement should not be considered as a recommendation by any Issuer, the Guarantor or any Dealer that any recipient of this Offering Circular or any Pricing Supplement should purchase Notes. Each investor contemplating purchasing Notes of a Tranche should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and the Guarantor (if applicable). This Offering Circular and any Pricing Supplement do not constitute an offer or invitation by or on behalf of any Issuer, the Guarantor or any Dealer to any person to subscribe for or to purchase any of the Notes. Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale and delivery of any Note shall create any implication that the information contained herein is correct at any time after the date hereof or that there has been no change in the financial condition and affairs of any Issuer or the Guarantor since the date hereof.
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