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Supp. Def. Benefit Plan For Sen. Exec. Officers Ex

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1.1 ESTABLISHMENT. State Street Boston Corporation (the "Company") hereby establishes a supplemental defined benefit pension plan known as the "State Street Boston Corporation Supplemental Defined Benefit Pension Plan" (the "Plan") effective as of January 1, 1995 (the "Effective Date").

1.2 PURPOSE. The principal purposes of this Supplemental Defined Benefit Pension Plan (the "Plan") are to provide certain key employees with competitive retirement benefits, protect against reductions in retirement benefits due to tax law limitations on qualified plans, and to encourage the continued employment of such employees with the Company.

2.1 ACTUARIALLY EQUIVALENT. "Actuarially Equivalent" or "Actuarial Equivalent" means the equivalence in present value between two or more forms and/or times of payment based upon a determination by an actuary chosen by the Committee, using the actuarial assumptions in effect at the time of such determination with respect to the Basic Plan.

2.2 ADDITIONAL COMPANY BENEFIT. "Additional Company Benefit" means the annual retirement supplemental benefit payable to a Participant under the Amended and Restated Supplemental Retirement Plan, or any other Company- sponsored supplemental retirement plans or other arrangements, as determined by the Committee, in the form of a straight life annuity.

2.3 BANK. "Bank" means State Street Bank and Trust Company, a Massachusetts trust company which is a subsidiary of the Company.

2.4 BASIC PLAN. "Basic Plan" means the State Street Retirement Plan as may be amended from time to time, and any successor defined benefit retirement income plan or plans maintained by the Company which qualify under Section 401 (a) of the Internal Revenue Code.

2.5 BASIC PLAN OFFSET. "Basic Plan Offset" means the annual benefit that would be paid from the Basic Plan to a Participant in the form of a straight life annuity from the qualifying employment termination date, regardless of the amount actually paid or the actual method of payment under the Basic Plan.

2.6 BOARD. "Board" means the Board of Directors of the Company.

2.7 CAUSE. "Cause" means:

(i) the willful and continued failure of the Participant to perform substantially the Participant's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Participant's supervisor which specifically identifies the manner in which it is asserted that the Participant has not substantially performed the Participant's duties, or

(ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Participant, shall be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company.

2.8 COMMITTEE. "Committee" means the Executive Compensation Committee of the Board.

2.9 COMPANY. "Company" means State Street Boston Corporation, any subsidiary of State Street Boston Corporation, including the Bank, and any successor companies, and any other entity with employees who participate in the Basic Plan that is designated by the Committee.

2.10 CREDITED SERVICE. "Credited Service" means a Participant's years of credited service or benefit service as defined in the Basic Plan which, for purposes of the Plan, shall continue to accrue during any period of Disability of a Participant, as defined by the State Street Retirement Plan.

2.11 EARLY RETIREMENT. "Early Retirement" means any termination of a Participant's employment during the time period constituting Early Retirement Age other than: (i) a voluntary termination without the consent of the Committee; or (ii) an involuntary termination for Cause.

2.12 EARLY RETIREMENT AGE. "Early Retirement Age" means, for purposes of this Plan, the time period occurring after and including a Participant's attainment of age fifty-five (55) and prior to attaining age sixty-five (65).

2.13 EARNINGS. "Earnings" means a Participant's total annual base salary, unreduced by voluntary deferrals of base salary by a Participant under Company-sponsored plans; plus any cash annual incentive compensation awards; and does not include any long-term incentive awards paid by the Company to a Participant during the period of reference. For purposes of determining Earnings for any particular year, Earnings for the year shall consist of base salary as of January 1 of that year and annual incentive compensation awards relating to such Participant's performance in the prior fiscal year, regardless of when paid.

2.14 EMPLOYMENT. "Employment" means the period or periods during which a Participant is an employee of the Company.

2.15 ERISA. "ERISA" means the Employee Retirement Income Security, Act of 1974, as amended, and any successor act thereto.

2.16 FINAL AVERAGE EARNINGS. "Final Average Earnings" means a Participant's highest average of any five consecutive years Earnings during the last ten (10) years of a Participant's Employment.

2.17 NORMAL RETIREMENT. "Normal Retirement" means any termination of a Participant's employment during the time period constituting Normal Retirement Age other than an involuntary termination for Cause.

2.18 NORMAL RETIREMENT AGE. "Normal Retirement Age" means, for purposes of this Plan, the time period occurring on and after a Participant's attainment of age sixty-five (65).

2.19 OTHER RETIREMENT INCOME. "Other Retirement Income" means the sum of the retirement income payable to a Participant as set forth below:

(a) Basic Plan Offset; plus

(b) Additional Company Benefit; plus

(c) Retirement income payable under plans of a Participant's employers
other than the Company, expressed in the form of a straight life
annuity, as determined by the Committee.

2.20 PARTICIPANT. "Participant" means an eligible employee of the Company, selected to receive benefits under the Plan as provided in Article 3, herein.

2.21 RETIREMENT. "Retirement" and "Retire" means Normal Retirement or Early Retirement.

2.22 SPOUSE. "Spouse" means an individual who is a spouse as defined under the Basic Plan.

2.23 TOP HAT PLAN. "Top Hat Plan" means a nonqualified, unfunded plan maintained primarily to provide deferred compensation benefits to a Participant who falls
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