EXHIBIT 10.13A
AMENDMENT NO. 1
TO THE
STATE STREET BOSTON CORPORATION
1994 STOCK OPTION AND PERFORMANCE UNIT PLAN
Amendment No. 1, effective as of October 19, 1995, to the State Street
Boston Corporation 1994 Stock Option and Performance Unit Plan (the "Plan").
RECITAL
The Board of Directors has approved the following amendments to the
Plan:
1. Paragraph 14.A.1 of the Plan is amended to read in its entirety as
follows:
"1. Acceleration of Options and SARs. Any Options and SARs
outstanding as of the date such Change of Control is determined to
have occurred and which are not then exercisable shall become
exercisable to the full extent of the original grant. Holders of
Performance Units granted hereunder as to which the relevant
Performance Period has not ended as of the date such Change of
Control is determined to have occurred shall be entitled at the
time of such Change of Control to receive a cash payment per
Performance Unit equal to the Fair Market Value of a share of the
Company's Common Stock."
2. Paragraph 14.B of the Plan is amended to read in its entirety as
follows:
"B. Definition of Change of Control. For purposes of the Plan, a
"Change of Control" shall mean the happening of any of the
following events:
1. An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of either (x)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (y) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); excluding, however, the
following acquisitions of Outstanding Company Common Stock and
Outstanding Company Voting Securities: (i) any acquisition directly
from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any Person
pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Paragraph 14B; or
2. Individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however,
that any individual who becomes a member of the Board subsequent to
such effective date, whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a
majority of directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board; but, provided further, that any such individual whose
initial assumption of office occurs as a result of either an actual
or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board shall not be so
considered as a member of the Incumbent Board; or
3. Consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially
all of the assets of the Company ("Business Combination");
excluding, however, such a Business Combination pursuant to which
(i) all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination own, directly or indirectly,
more than 50% of, respectively, the outstanding shares of common
stock, and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as
a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no
Person (other than any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or such corporation resulting from such
Business Combination) will beneficially own, directly or
indirectly, 25% or more of, respectively, the outstanding shares of
common stock of the corporation resulting from such Business
Combination or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the
election of directors except to the extent that such ownership
existed with respect to the Company prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
4. The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
5. Except as amended above, the Plan remains in full force and
effect.
STATE STREET BOSTON CORPORATION
By: /s/Trevor Lukes
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Name: Trevor Lukes
Title: Senior Vice President