EXHIBIT 10.21
December 1, 1995
To: Ronald L. O'Kelley
SEVERANCE
In the event that your employment at State Street Boston Corporation
(State Street) is terminated before November 31, 2000 for reasons other than 1)
your resignation due to your unilateral decision to take other employment or for
personal reasons, or 2) due to your death, or 3) termination for cause, State
Street will pay you severance pay, as follows:
Severance pay in an amount equal to one year of annual salary in effect
on the date of termination of employment, payable in agreed upon
installments.
The annual bonus paid for the year prior to the year in which
employment is terminated, payable in agreed upon installments.
A lump sum payment of $200,000.
The receipt of any other forms of compensation or benefits (e.g. stock
options and performance units) will be determined at the time of termination in
accordance with the terms of the plans and the agreements issued under such
plans.
INDIVIDUAL PENSION BENEFIT
State Street agrees to provide you with a non-qualified individual
supplemental pension benefit, effective as of December 1, 1995. After five full
years of employment, you will be entitled to receive a straight life annuity
payable upon retirement at age 55 or thereafter in accordance with the following
schedule:
STRAIGHT LIFE ANNUITY PAYABLE ON RETIREMENT
55 $51,232
56 $55,450
57 $60,117
58 $64,517
59 $69,373
60 $74,745
61 $80,706
62 $87,346
63 $94,763
64 $103,081
65 $112,441
This pension benefit may be converted to a Joint and Survivor benefit
using conversion rates similar to State Street's qualified pension plan.
The right to benefits hereunder shall not be assignable and neither
you, your spouse or any designated beneficiary shall be entitled to have such
benefits made or commuted otherwise than in accordance with the preceding
paragraph.
This agreement does not create a trust or require current funding.
State Street Boston Corporation
By:
________________________________
Trevor Lukes
Senior Vice President
Agreed and Accepted:
______________________________
Ronald L. O'Kelley
Date:_________________________