EXHIBIT 10.15A
AMENDMENT NO. 1
TO THE
STATE STREET BOSTON CORPORATION
SENIOR EXECUTIVES ANNUAL INCENTIVE PLAN
Amendment No. 1, effective as of December 21, 1995, to the State Street
Boston Corporation Senior Executives Annual Incentive Plan (the "Plan").
RECITAL
The Executive Compensation Committee has approved the following
amendment to the Plan:
1. The second paragraph of the Plan with respect to eligibility for
participation in the Plan is amended to read in its entirety as
follows:
"Eligibility:
The Chief Executive Officer and such members of the Executive
Operating Group as are designated as Participants by the Executive
Compensation Committee."
2. 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