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Performance Recognition Opportunity Plan

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Exhibit 10(c)


SECOND AMENDMENT TO THE
BANK OF BOSTON CORPORATION
AND ITS SUBSIDIARIES
PERFORMANCE RECOGNITION OPPORTUNITY PLAN


The Bank of Boston Corporation and its Subsidiaries Performance Recognition Opportunity Plan (the "Plan") is hereby amended, effective as of June 23, 1994 unless otherwise noted, as follows:


1. Section 2 is amended by appending the following to the end thereof:


2.17 Beneficial Owner has the meaning defined in Rule 13d-3 under the
----------------
Securities Exchange Act of 1934, or any similar successor provision.


2.18 Change in Control means the occurrence of any of the following
-----------------
events:


(1) There is an acquisition of control of the Corporation as
defined in Section 2(a)(2) of the Bank Holding Company Act of 1956, or
any similar successor provision, as in effect at the time of the
acquisition; or


(2) Continuing Directors constitute two-thirds (2/3) or less
of the membership of the Board of Directors, whether as the result of
a merger, consolidation, sale of assets or other reorganization, a
proxy contest, or for any other reason or reasons; or


(3) Any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Corporation representing twenty-
five percent (25%) or more of the combined voting power of the
Corporation's then outstanding voting securities; or


(4) There is a change in control of the Corporation of a
nature that would be required to be reported in response to item 1(a)
of Current Report on Form 8-K or item 6(e) of Schedule 14A of
Regulation 14A or any similar item, schedule or form under the
Securities Exchange Act of 1934, as in effect at the time of the
change, whether or not the Corporation


is then subject to such reporting requirement, including without
limitation a merger or consolidation of the Corporation with any other
corporation, other than (i) a merger or consolidation which would
result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving or parent entity) forty-five percent (45%) or more of the
combined voting power of the voting securities (entitled to vote
generally for the election of directors) of the Corporation or such
surviving or parent entity outstanding immediately after such merger
or consolidation and which would result in Continuing Directors
immediately prior to such merger or consolidation constituting more
than two-thirds (2/3) of the membership of the Board of Directors or
the board of such surviving or parent entity immediately after such
merger or consolidation or (ii) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar
transaction) in which no Person acquired twenty-five percent (25%) or
more of the combined voting power of the Corporation's then
outstanding securities; or


(5) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale
or disposition by the Corporation of all or substantially all of the
Corporation's assets (or any transaction having a similar effect).


2.19 Continuing Director means any director (i) who has
-------------------
continuously been a member of the Board of Directors since not later than
the date of this Amendment or (ii) who is a successor of a director
described in clause (i), if such successor (and any intervening successor)
shall have been recommended or elected to succeed a Continuing Director by
a majority of the then Continuing Directors.


2.20 Person has the meaning given in Section 3(a)(9) of the
------
Securities Exchange Act of 1934, as modified and used in Sections 13(d) and
14(d) thereof; however, a Person shall not include (i) the Corporation or
any of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation or any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant
to a registered offering of such securities in accordance with an agreement
with the Corporation, or (iv) a corporation owned, directly or indirectly,
by the stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation.


2. Section 6 is amended by appending the following to the end thereof:


6.4 Awards Upon a Change in Control.
-------------------------------


Notwithstanding Section 6.3.4 or any other provision of the Plan,
within 30 days following a Change in Control, the Corporation, or any
successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of
the Corporation, shall pay to each employee who was, immediately prior to
such Change in Control, an Eligible Employee, a lump sum amount, in cash,
equal to the sum of:


(a) any unpaid incentive compensation, awards or bonuses awarded to
the Eligible Employee in accordance with the Corporation's then
current award determination process under the Plan, with respect to
the completed Performance Year preceding such Change in Control; and


(b) a pro rata portion to the date of such Change in Control of the
aggregate value of any any unpaid incentive compensation, awards or
bonuses allocated to, or projected for, the Eligible Employee in
accordance with the Corporation's then current award determination
process under the Plan, with respect to the Performance Year in which
such Change in Control occurs.


3. Section 7.1 is amended by adding the following to the end thereof:


Notwithstanding the foregoing, no such amendment, modification, suspension
or termination made after a Change in Control shall adversely affect, with
respect to such Change in Control, the amounts payable as set forth in
Section 6.4 or any other obligations, under the Plan, of the Corporation or
any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Corporation.


Amendment To The Bank of Boston
and Its Subsidiaries Performance
Recognition Opportunity Plan


The Bank of Boston and Its Subsidiaries Performance Recognition Opportunity Plan is hereby amended effective January 27, 1994 as follows:


1) Section 6.3.2 of the Plan is hereby amended in its entirety as follows:


"6.3.2 Approval of Awards. After all the steps contemplated in 6.3.1
------------------- have been completed, the Office of the Chairman shall approve the schedule of Eligible Employees receiving awards and the amount of awards for each, except that (i) the Committee shall approve the amount of the awards, if any, for those senior executives of the Participating Subsidiaries so designated by it from time to time, and (ii) the Committee shall recommend to the Board of Directors for approval the amount of the awards, if any, for each of the Chairman of the Board of Directors, the President and any Vice Chairman of the Board of Directors or such other officer or officers as the Committee may recommend and that the Board does so approve. Awards may be approved by the Office of the Chairman, the Committee and the Board of Directors for up to as many as all or as few as none of the persons listed on the schedule of Eligible Employees and awards shall be in such amounts as the Office of the Chairman, the Committee and the Board of Directors, respectively, approves."


2) Any and all references in the Plan to "Office of the CEO" shall be changed to Office of the Chairman.


-6-


BANK OF BOSTON CORPORATION
AND ITS SUBSIDIARIES


PERFORMANCE RECOGNITION OPPORTUNITY PLAN


(as amended and restated effective January 1, 1991)


1. Purpose. The purpose of the Bank of Boston Corporation and its Subsidiaries
------- Performance Recognition Opportunity Plan (the "Plan") described herein is to establish a corporate-wide umbrella incentive/bonus plan for all non-base salary compensation plans and awards and to reward selected exempt-level employees of Bank of Boston Corporation (the "Corporation") and Participating Subsidiaries for job performance during the year.


2. Definitions. Except where the context otherwise indicates, as used herein:
-----------


2.1. Base Salary means the annualized rate of an Eligible Employee's salary
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