Exhibit 10.1

                                AMMENDMENT NO. 3

                            STATE STREET CORPORATION
                  1994 STOCK OPTION AND PERFORMANCE UNIT PLAN

Amendment No. 3 to the State Street Corporation 1994 Stock Option and
Performance Unit Plan (the "Plan").

                                    RECITAL

The Board of Directors of State Street Corporation have approved the following
amendment to the Plan:

1.  Section 16.G. of the Plan is hereby amended by adding to the end thereof the
    following new sentence:

    The term "subsidiary" shall include such other entities (in which the
    Corporation has a direct or indirect ownership interest) as the Committee
    may from time to time designate, subject to such limitations and conditions
    as the Committee may specify.

2.  The amendment of the Plan set forth above shall be effective July 1, 2000.

3.  Except as amended above, the Plan remains in full force and effect.


IN WITNESS WHEREOF, State Street Corporation has caused this instrument of
amendment to be executed by its duly authorized officer this 28/th/ day of June,
2000.


                                               STATE STREET CORPORATION

                                               By:    /s/ Trevor Lukes
                                                      ----------------

                                               Name:  Trevor Lukes
                                                      ------------

                                               Title: Senior Vice President
                                                      ---------------------