Charles K. Gifford, chairman of BankBoston Corp., extracted at least $35 million in compensation over three years for himself and three other senior executives as part of the merger with Fleet Financial Group.

Mr. Gifford's three-year contract guarantees an annual salary equal to that of Terrence Murray, his Fleet counterpart, and an annual bonus at least 90% of Mr. Murray's, according to Fleet's proxy, which was filed Thursday with the Securities and Exchange Commission.

Mr. Murray, who is to become chairman and chief executive officer of the combined Fleet Boston Corp., received $992,200 in salary last year and a $3.4 million bonus.

Mr. Gifford will also receive 300,000 shares of restricted stock in the new company, currently worth about $13 million, and options to buy 900,000 shares over the next three years.

Mr. Gifford is to become president and chief operating officer of Fleet Boston Corp., but is set to succeed Mr. Murray as CEO in January 2002 and as chairman in January 2003. Fleet agreed to pay $15 million to a charity if those conditions are not met.

Henrique de Campos Meirelles, BankBoston's president, has a three-year contract for $800,000 in annual salary, a bonus of at least 70% of the CEO's, 300,000 restricted shares, and options for 200,000 additional shares.

Paul F. Hogan and Bradford H. Warner, BankBoston vice chairmen, are each to receive annual salaries of $525,000 over three years and 100,000 restricted shares, the proxy said.

Fleet also earmarked 275,000 shares of restricted stock, currently valued at about $12 million, to be parceled out to less senior BankBoston executives, to encourage their retention.

The merger, valued at $16 billion, is scheduled to close in the fourth quarter, pending regulatory approval.

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