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Exhibit 10.2    
    


Election to Defer

Performance Award Payment  


Executive
Compensation Committee

State Street Corporation

225 Franklin Street

Boston, MA 02110 



	Attention:	 	Boon Ooi

Senior Vice President

Human Resources & Organizational Performance





Ladies
and Gentlemen: 


The
undersigned is a participant (the "Participant") in the "1997 Equity Incentive Plan", Cycle    . Payments, if any, under the Plan with respect to such Cycle, unless deferred, are to be
made on or before            (the "Payments"), subject to the provisions of paragraph 3(b) of the Performance Award
Agreement between the undersigned and State Street dated            . Pursuant to said Plan and Agreement, the Participant hereby elects to defer (choose one): 



(    )
$            (or 100% of the Payments, if less) 


(    )            %
of the Payments 


(the
deferred amount with interest thereon as provided below being the "Deferred Payment") until (Date), (Year) subject to the terms and
conditions hereof. 


This
deferral of the Deferred Payment is made upon the following terms and conditions prescribed by the Executive Compensation Committee: 



	1)
	Deferral Period.    The deferral period shall not be less than two years from            , nor
more than ten years from
such date.



	2)
	Lump Sum.    The Deferred Payment when paid will be paid in a single cash lump sum.



	3)
	Non-Assignable.    The Deferred Payment may not be assigned, transferred, pledged or encumbered. In the event of
death of the undersigned prior to the complete distribution of the Deferred Payment, any portion of such Deferred Payment that has not been distributed shall be paid or distributed to:
                        .



	4)
	Irrevocable Election.    The deferral is irrevocable except in the event of the Participant's death, other termination of the
Participant's employment, or a Change in Control (as defined in the Plan). In the event of the Participant's death, the Deferred Payment will be made to the Participant's estate as soon as practicable
following death. In the event of the Participant's termination of employment for any reason other than death, the Deferred Payment will be made to the Participant as soon as practicable after such
termination of employment. Upon a Change in Control the Deferred Payment will be made to the Participant as soon as practicable after such event.



	5)
	Interest.    The amount deferred will accrue interest, annually, at a rate effective to the yield to maturity on the
360-day Treasury bill with an issue date closest to                        , and with issue dates closest
to                        of each succeeding year. In no event, however, shall the interest
payable with respect to the Deferred Payments be greater than the maximum interest rate, if any, permitted under Section 162(m) of the Internal Revenue Code of 1986, as amended, the regulations
thereunder or interpretations thereof. 











	6)
	Withholding.    The Deferred Payment shall be reduced by withholding taxes and other legally required deductions at the time
of distribution.



	7)
	Reports.    State Street shall provide the Participant with a statement of the amount of the Deferred Payment (including the
interest accrued thereon) as of the end of each calendar year.



	8)
	No Funding.    State Street will not fund the Deferred Payment. State Street's obligation to pay the Deferred Payment
constitutes a mere promise to pay, will be paid solely from the general assets of State Street and the Participant's rights shall be only those of an unsecured general creditor.



	9)
	Limitation.    The deferral of the Deferred Payment shall not give the Participant any right to be retained as an employee.





The
undersigned hereby agrees to the foregoing terms and conditions with respect to the Deferred Payment and by signing below intends and agrees to be legally bound thereby. 



	 	 	Very Truly Yours,
	

 	
 	


	

 Witness	
 	

 
	

Dated:  
	
 	

 
	

 	
 	

The foregoing election is accepted.
	

 	
 	

        State Street Corporation
	

 	
 	

 Boon Ooi

Senior Vice President
	

Dated:  
	
 	

 













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Exhibit 10.2