EXHIBIT 10.1


FORM OF STOCK
APPRECIATION RIGHT AWARD AGREEMENT UNDER THE 1997 EQUITY INCENTIVE PLAN


STATE STREET CORPORATION

1997 EQUITY INCENTIVE PLAN


Stock Appreciation Rights Award
Agreement


Subject
to your acceptance of the terms set forth in this agreement (this “Award
Agreement”), State Street Corporation (the “Company”) has awarded to you “stock
appreciation rights” (“SARs”) with 
respect to the number of shares of common stock of the Company (“Stock”)
detailed in your Award statement on this website (the “Statement”) and pursuant
to the State Street Corporation 1997 Equity Incentive Plan (the “Plan”) and
certain conditions set forth below.  Each
SAR represents the right, subject to the terms and conditions of this Award, to
obtain upon exercise an amount equal to the appreciation in value of one share
of Stock, as more fully described below.


A
copy of the Plan document and the Company’s Prospectus are located on this
website for your reference. All terms used herein shall have the same meaning
as in the Plan, except as otherwise expressly provided herein.  The term “vest” as used herein means the
lapsing of the restrictions described herein and in the Plan with respect to
the exercise of the Award or portion thereof. 
To vest in all or any portion of this Award as of any date, you must
have been continuously employed with the Company or any of its subsidiaries or
affiliates (as determined under the Plan) from and after the date hereof and
until (and including) the applicable vesting date.


The
terms of your Award are as follows:


1.                                       Term and Exercise Period. 
Subject to paragraphs 5 and 6 hereof and to this paragraph 1, the Award
shall vest according to the vesting schedule detailed in your Statement.  In no event, however, may you exercise any
SAR later than ten (10) years from the original grant date of the Award (the “Final
Exercise Date”).  You may not exercise
fewer than fifty (50) SARs at any one time except when the number of remaining
SARs is less than fifty (50); and, except as is otherwise provided herein, you
may not exercise any SAR unless you are then an employee of the Company or one
of its subsidiaries or affiliates (as determined under the Plan).


2.                                       Method of Exercise.  You
may exercise any vested SAR on or before the Final Exercise Date by stating the
number of vested SARs being exercised, specific instructions for which are
found on this website.  Payment shall be
made in whole shares of Stock plus cash in lieu of any fractional share, with
the number of shares of Stock payable to you (before any reduction for
withholding taxes or other deductions in accordance with paragraph 8 below)
determined by multiplying (i) times (ii) and dividing the resulting product by
(iii), where:


(i) is the number of SARs
being exercised;


(ii) is the excess of (A)
the average of the high and low trading prices of one share of Stock on the
date of exercise, over (B) is the per-share grant price specified in your
Statement; and



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(iii) is the average of the
high and low trading price of one share of Stock on the date of exercise.


For purposes of illustration only:  assume an award of 100 SARs with a grant
price of $65 per share, and assume further that 30 SARs are exercised when the
value of the Stock (the average of the high and low trading prices on the date
of exercise) is $75 per share.  Upon
exercise, you would be entitled to four (4) shares of Stock (that is:  (i) 30, times (ii) $10 per share (the
per-share appreciation amount), divided by (iii) $75) less applicable taxes and
other withholdings in accordance with paragraph 8 below.


3.                                       Shareholder Rights; Employee Rights.  You
are not entitled to any rights as a shareholder with respect to any shares of
Stock subject to the Award until you exercise the Award, and then you shall
have the rights of a shareholder only as to those shares of Stock that are
transferred to you upon exercise. 
Nothing in this Award shall be construed to guarantee you any right of
employment with the Company or any subsidiary or affiliate or to limit the
discretion of any of them to terminate your employment at any time, with or
without cause.


4.                                       Non-Transferability.  This
Award shall not be transferable otherwise than by will or the laws of descent
and distribution and it may be exercised during your lifetime only by you.  Any attempt to assign or transfer the Award,
either voluntarily or involuntarily, contrary to the provisions hereof, shall
be null and void and without effect and shall render the Award itself null and
void.


5.                                       Termination of Employment.  


(a)  If your employment
terminates by reason of “disability” or “retirement,” any SAR that has not
earlier expired or been exercised, surrendered or canceled shall be treated,
subject to Section 7.3 of the Plan, as follows:


(i)
if the SAR was not exercisable immediately prior to such termination of
employment, it shall become exercisable thereafter in accordance with the Plan
and this Award Agreement on the same basis as if there had been no termination
of employment, and shall remain exercisable until the “disability/retirement
termination date,” and


(ii)
if the SAR was already exercisable at the time of termination of employment, it
shall continue to be exercisable thereafter until the “disability/retirement
termination date.”


For
purposes of this Award Agreement, “disability” shall have the meaning given in
Section 7.1 of the Plan; “retirement” shall mean termination of employment at
or after your having reached age 55 and completed 10 years of service or your
having attained age 65; and “disability/retirement termination date” shall mean
the date which is the later of (i) the day immediately preceding the first
anniversary of the date the last vesting tranche under the Award first becomes
exercisable (or the day preceding the first anniversary of the date the whole
Award becomes exercisable, if the whole Award vests on a single date), and (ii)
the day immediately preceding the first anniversary of the date of termination
of employment.  If you 



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die
after your employment has terminated but before your right to exercise has
expired, the Award shall instead expire one year after the date of your death
(but not later than the Final Exercise Date); during that period the Award may
be exercised at any time by the person or persons to whom your rights with
respect thereto shall have passed by will or by the applicable laws of descent
or distribution, but only to the extent it was exercisable on the date of such
termination.  In no event may the Award
be exercised later than the Final Exercise Date.


(b) If your employment terminates by reason of death, all SARs held by
you prior to termination, whether or not then exercisable, may be exercised,
subject to Section 7.3 of the Plan, by your executor or administrator or the
person(s) to whom the SARs are transferred by law or the applicable laws of descent
and distribution during the period that ends one year after the date of death,
but in no event later than the Final Exercise Date.


(c) If your employment terminates for any reason other than death,
disability (as defined in clause (a)) or retirement (as defined in clause (a)),
any SAR that was exercisable immediately prior to such termination of
employment shall expire, subject to Section 7.3 of the Plan, three months from
the date of such termination of employment (but not later then the Final
Exercise Date) and may be exercised during that period.  If you die within such three-month period,
the SARs shall expire, subject to Section 7.3 of the Plan, one year after the
date of your death (but not later than the Final Exercise Date), during which
period the SARs may be exercised at any time by the person or persons to whom
your rights shall pass by will or by the applicable laws of descent or
distribution.


(d) Your rights with respect to any unexercised SARs after termination
of your  employment other than by reason
of death shall be subject to the conditions that until any such SARs are
exercised you shall (i) not engage either directly or indirectly, in any manner
or capacity as advisor, principal, agent, partner, officer, director, employee,
member of any association, or otherwise, in any business or activity which is
at the time competitive with any business or activity conducted by the Company
or any of its direct or indirect subsidiaries, and (ii) be available at
reasonable times for consultations at the request of the Company’s management
with respect to phases of the business with which you were actively connected
during your employment.  In the event
that either of the above conditions is not fulfilled, you shall forfeit all
rights to any unexercised SARs.  Any
determination by the Committee that you are, or have, engaged in a competitive
business or activity as aforesaid or have not been available for consultations
as aforesaid shall be conclusive. 
Notwithstanding the foregoing this paragraph shall be inapplicable
following a Change of Control (as defined in the Plan).


6.                                       Acceleration of SARs.  Upon
a Change of Control (as defined in the Plan), all SARs outstanding as of the
date such Change of Control is determined to have occurred and which are not then
exercisable shall become fully exercisable. 
If you are subject to Section 16 of the Securities Exchange Act of
1934, you shall have certain rights to receive cash in lieu of exercising the
SARs in the amount of the Spread, all as set forth in the Plan; provided, that
for purposes of this SARs, “Spread” shall mean, with respect to any share of
Stock subject to the SARs, the excess of the fair market value of such share on
the date of exercise over the per-share grant price.  After a Change of Control (but subject to
Section 7.3 of the Plan), the SARs will remain exercisable following a
termination of your employment other than by reason of your death, disability
or retirement for a period of seven months after termination of employment, or
until expiration of the original term of the SARs, whichever period is
shorter.  



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                                                For purposes hereof, “fair market value”
shall mean the average of the high and low trading price of a share of Stock on
the reference date.


7.                                       Changes in Capitalization, etc.  The Award is subject to adjustment pursuant
to Section 8.6 of the Plan in the circumstances therein described.


8.                                       Withholding. You are required as a condition of exercise to satisfy all applicable
tax and other withholding requirements that may arise in connection with the
exercise.  The Committee may require you
to remit cash to the Company in an amount sufficient to satisfy any withholding
tax requirements or to make other arrangements satisfactory to the Committee
with regard to such requirements.  If and
to the extent that such withholding is required, the Committee may permit you
to elect at such time and in such manner as the Committee provides to satisfy
your withholding tax requirement with the proceeds from the sale of shares
resulting from exercise of your SARs.


9.                                       Agreement to be Bound by Plan Terms.  By
accepting this Award electronically or by exercising any SAR hereunder, you
will be deemed to have acknowledged and agreed that you are bound by the terms
of this Award Agreement and the Plan.


10.                                 Sealed Instrument.  This
Award Agreement will take effect as a sealed instrument.



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