REGISTRATION STATEMENT CONSISTS OF 15 PAGES
THE EXHIBIT INDEX APPEARS ON PAGE 12
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
STATE STREET BOSTON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2456637
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
STATE STREET BOSTON CORPORATION
1994 STOCK OPTION AND PERFORMANCE UNIT PLAN
(Full Title of the Plan)
ROBERT J. MALLEY, ESQ.
Senior Vice President and General Counsel
State Street Boston Corporation
225 Franklin Street, Boston, Massachusetts 02110
(Name and Address of Agent For Service)
(617)654-3104
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
CHAMPE A. FISHER, ESQ.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
- ---------- ------------- --------- --------- ------------
Common Stock 3,500,000 shares $30.53 $106,845,000 $36,843
$1 Par Value
(including
Preferred
Share Purchase
Rights)
_________________________________________________________________<PAGE>
(1) Plus such additional shares of Common Stock as may be
required in the event of a stock dividend, recapitalization or
other change in the Company's capital stock. Prior to the
occurrence of certain events the Preferred Share Purchase Rights
will not be evidenced separately from the Common Stock.
(2) In accordance with Rule 457(h), the registration fee is the
sum of (i) the aggregate exercise price of options outstanding on
the date hereof and (ii) for shares not subject to options on
the date hereof, the amount estimated solely for the purposes of
determining the registration fee pursuant to Rule 457(c) on the
basis of the price for the Common Stock of State Street Boston
Corporation (the "Company") on January 17, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby states that the following documents have
been filed by the Company with the Commission and are
incorporated herein by reference:
(1) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed pursuant to
Section 13(a) of the Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for each of
the periods ended March 31, 1994, June 30, 1994 and
September 30, 1994, filed pursuant to Section 13(a) of
the Exchange Act.
(3) The Company's Current Reports on Form 8-K dated
February 1, 1994 and September 27, 1994.
(4) The description of the Company's Common Stock included
in the Company's effective registration statement
report on Form 10, as filed with the Securities and
Exchange Commission on September 3, 1970 and amended on
May 12, 1971.
(5) The description of the Company's Preferred Share
Purchase Rights included in the Company's effective
registration statement on Form 8-A filed with the
Securities and Exchange Commission on September 30,
1988 as amended by Amendment dated as of September 20,
1990 filed with the Securities and Exchange Commission
on Form 8 on October 19, 1990.
(6) Indenture dated as of May 1, 1983 between State Street
Boston Corporation and Morgan Guaranty Trust Company of
New York, Trustee, relating to the Company's 7 3/4%
Convertible Subordinated Debentures due 2008 (filed
with the Securities and Exchange Commission as Exhibit
4 to the Registrant's Registration Statement on Form
S-3 filed on April 22, 1983, Commission File No. 2-
83251 and incorporated by reference).
(7) Indenture dated as of August 2, 1993 between State
Street Boston Corporation and the First National Bank
of Boston, as trustee relating to the Company's 5.95%
Notes due 2003 (filed with the Securities and Exchange
Commission as Exhibit 4 to the Registrant's Current
Report on Form 8-K dated October 8, 1993 and
incorporated by reference).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares to be offered hereby will be
passed upon for the Company by Ropes & Gray. Truman S. Casner, a
partner of Ropes & Gray, is a director of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of Chapter 156B of the General Laws of
Massachusetts provides that to the extent specified in or
authorized by the articles of organization, a by-law adopted by
stockholders or a vote adopted by the holders of the majority of
shares of stock entitled to vote on the election of directors, a
corporation may indemnify directors, officers, employees and
other agents of the corporation, (and persons who serve at its
request as directors, officers, employees or other agents of
another organization or in any capacity with respect to any
employee benefit plan) except as to any matter as to which such
person shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that the action was
in the best interest of the corporation or the participants or
beneficiaries of such employee benefit plan.
The Restated Articles of Organization of the Company
(Article 6) provide the following:
The Corporation shall to the fullest extent legally
permissible indemnify each person who is or was a director,
officer, employee or other agent of the corporation and each
person who is or was serving at the request of the
corporation as a director, trustee, officer, employee or
other agent of another corporation or of any partnership,
joint venture, trust, employee benefit plan to other
enterprise of organization against all liabilities, costs
and expenses, including but not limited to amounts paid in
satisfaction of judgments, in settlement or as fines and
penalties, and counsel fees and disbursements, reasonably
incurred by him in connection with the defense or
disposition of or otherwise in connection with or resulting
from any action, suit or other proceeding, whether civil,
criminal, administrative or investigative, before any court
or administrative or legislative or investigative body, in
which he may be or may have been involved as a party or
otherwise or with which he may be or may have been
threatened, while in office or thereafter, by reason of his
being or having been such a director, officer, employee,
agent or trustee, or by reason of any action taken or not
taken in any such capacity, except with respect to any
matter as to which he shall have been finally adjudicated by
a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that his action was in the
best interests of the corporation (any person serving
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another organization in one or more of the indicated
capacities at the request of the corporation who shall not
have been adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his action was in
the best interest of such other organization shall be deemed
so to have acted in good faith with respect to the
corporation) or to the extent that such matter relates to
service with respect to an employee benefit plan, in the
best interest of the participants or beneficiaries of such
benefit plan. Expenses, including but not limited to
counsel fees and disbursements, so incurred by any such
person in defending any such action, suit or proceeding,
shall be paid from time to time by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
the person indemnified to repay the amounts so paid if it
shall ultimately be determined that indemnification of such
expenses is not authorized hereunder.
If, in an action, suit or proceeding brought by or in
the name of the corporation, a director of the corporation
is held not liable for monetary damages, whether because
that director is relieved of personal liability under the
provisions of this Article Six of the Articles of
Organization, or otherwise, that director shall be deemed to
have met the standard of conduct set forth above and to be
entitled to indemnification for expenses reasonably incurred
in the defense of such action, suit or proceeding.
As to any matter disposed of by settlement by any such
person, pursuant to a consent decree or otherwise, no such
indemnification either for the amount of such settlement or
for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the
corporation, after notice that it involves such
indemnification, (a) by vote of a majority of the
disinterested directors then in office (even though the
disinterested directors be less than a quorum), or (b) by
any disinterested person or persons to whom the question may
be referred by vote of a majority of such disinterested
directors, or (c) by vote of the holders of a majority of
the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock
owned by any interested person, or (d) by any disinterested
person or persons to whom the question may be referred by
vote of the holders of a majority of such stock. No such
approval shall prevent the recovery from any such officer,
director, employee, agent or trustee of any amounts paid to
him or on his behalf as indemnification in accordance with
the preceding sentence if such person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that his action
was in the best interests of the corporation.
The right of indemnification hereby provided shall not
be exclusive of or affect any other rights to which any
director, officer, employee, agent or trustee may be
entitled or which may lawfully be granted to him. As used
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herein, the terms "director," "officer," "employee," "agent"
and "trustee" include their respective executors,
administrators and other legal representatives, an
"interested" person is one against whom the action, suit or
other proceeding in question or another action, suit or
other proceeding on the same or similar grounds is then
or had been pending or threatened, and a "disinterested"
person is a person against whom no such action, suit or
other proceeding is then or had been pending or threatened.
By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation
may purchase and maintain insurance, in such amounts as the
board of directors may from time to time deem appropriate,
on behalf of any person who is or was a director, officer,
employee or other agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee or other agent of another
corporation or of any partnership, joint venture, trust,
employee benefit plan or other enterprise or organization
against any liability incurred by him in any such capacity,
or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against
such liability.
In addition, the Company maintains a directors' and
officers' liability insurance policy.
The Massachusetts Business Corporation Law permits a
corporation to include in its articles of organization a
provision eliminating or limiting the personal liability of
a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such
liability; provided, however, that such provision shall not
eliminate or limit the liability of a director (i) for any
breach of the directors's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section sixty-one (relating to
unauthorized distributions) or sixty-two (relating to loans
to insiders), or (iv) for any transaction from which the
director derived an improper personal benefit.
Article 6 of the Company's Restated Articles of
Organization provide that a director of this corporation
shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law
imposing such liability, provided, however, that this
paragraph of Article Six shall not eliminate the liability
of a director to the extent such liability is imposed by
applicable law (i) for any breach of the director's duty of
loyalty to this corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation or law, (iii)
for any transaction from which the director derived an
improper personal benefit, or (iv) for paying a dividend,
approving a stock repurchase or making loans which are
illegal under certain provisions of Massachusetts law, as
the same exists or hereafter may be amended.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
DESCRIPTION
(5) Opinion of Counsel.
(15) Letter re unaudited interim financial
information.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Ropes & Gray (included in
Exhibit (5)).
(24) Power of Attorney (See page 9 below).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(a)(i) and (a)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing for registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Boston, the Commonwealth of Massachusetts on January 17, 1995.
STATE STREET BOSTON CORPORATION
George J. Fesus
By:____________________________
George J. Fesus
Chief Financial Officer and
Treasurer
POWER OF ATTORNEY
We, the undersigned officers and directors of State Street
Boston Corporation (the "Corporation") hereby severally constitute
and appoint Marshall N. Carter, George J. Fesus and Robert J.
Malley, and each of them singly our true and lawful attorneys with
full power of substitution and with full power to them and each of
them, to sign for us and in our names in the capacities indicated
below, a Registration Statement on Form S-8, and any and all
amendments thereto including post-effective amendments, to be filed
with the Securities and Exchange Commission for the purpose of
registering shares of the Common Stock of the Corporation to be
issued pursuant to the State Street Boston Corporation 1994 Stock
Option and Performance Unit Plan and generally to do all such
things in our name and on our behalf in our capacities as indicated
to enable the Corporation to comply with provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be required by our said attorneys, to
such registration statement and any and all amendments thereto.
SIGNATURE TITLE DATE
(1) Principal Executive Officer: )
)
Marshall N. Carter )
_______________________ Chairman of the Board )
Marshall N. Carter )
)
)
) December 15, 1994
(2) Principal Financial Officer: )
)
George J. Fesus )
_______________________ Chief Financial Officer)
George J. Fesus and Treasurer )
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Signatures--(Continued)
SIGNATURE TITLE DATE
Principal Accounting Officer: )
)
Rex S. Schuette )
______________________ Senior Vice President )
Rex S. Schuette and Comptroller )
)
)
(4) Directors: )
)
Tenley E. Albright )
______________________ Director )
Tenley E. Albright )
)
Joseph A. Baute )
______________________ Director )
Joseph A. Baute )
)
I. MacAllister Booth )
______________________ Director )
I. MacAllister Booth )
)
Marshall N. Carter )
______________________ Director )
Marshall N. Carter )
)
James I. Cash, Jr. )
______________________ Director )December 15, 1994
James I. Cash, Jr. )
)
Truman S. Casner )
______________________ Director )
Truman S. Casner )
)
Nader F. Darehshori )
______________________ Director )
Nader F. Darehshori )
)
Lois D. Juliber )
______________________ Director )
Lois D. Juliber )
)
Charles F. Kaye )
_____________________ Director )
Charles F. Kaye )
)
John M. Kucharski )
_____________________ Director )
John M. Kucharski )
)
)
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Signatures--(Continued)
SIGNATURE TITLE DATE
Charles R. LaMantia
______________________ Director )
Charles R. LaMantia )
)
)
)
______________________ Director )
David B. Perini )
)
)
Dennis J. Picard )
______________________ Director )
Dennis J. Picard )
)
)
Alfred Poe )
______________________ Director )December 15, 1994
Alfred Poe )
)
)
Bernard Reznicek )
______________________ Director )
Bernard Reznicek )
)
)
David A. Spina )
______________________ Director )
David A. Spina )
)
)
Robert E. Weissman )
______________________ Director )
Robert E. Weissman )
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INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER EXHIBIT PAGE
- -------------- ------- ------------
Exhibit (5) Opinion of Counsel. 13
Exhibit (15) Letter re unaudited interim financial 14
information.
Exhibit (23)(a) Consent of Ernst & Young LLP. 15
Exhibit (23)(b) Consent of Ropes & Gray (included in 13
Exhibit (5)).
Exhibit (24) Power of Attorney (See page 9 above) 9
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SECRETARY'S CERTIFICATE
I, ROBERT J. MALLEY, the duly elected and acting secretary of
STATE STREET BOSTON CORPORATION, a corporation organized under the
laws of the Commonwealth of Massachusetts and having its principal
office at 225 Franklin Street, Boston, Massachusetts 02101 (the
"Corporation"), DO HEREBY CERTIFY that:
1. Attached hereto as Appendix A is a true copy of votes
duly adopted by the Board of Directors of the
Corporation on December 16, 1993 and in full force and
effect on the date hereof.
2. Attached hereto as Appendix B is a true copy of a vote
duly adopted by the Stockholders of the Corporation on
April 20, 1994 and in full force and effect on the date
hereof.
IN WITNESS WHEREOF, I have executed this Certificate thereunto
duly authorized and affixed the seal of the Corporation this 17th
day of January, 1995.
Robert J. Malley
______________________________
Secretary
(Seal)
<PAGE>
APPENDIX A
1994 STOCK OPTION AND PERFORMANCE UNIT PLAN
VOTED: To adopt the 1994 Stock Option and Performance Unit
Plan (The "Plan"), in the form presented to this
meeting, subject to stockholder approval, with the
changes therein from that approved on December 16, 1993
and as approved and recommended for adoption by the
Executive Compensation Committee, with such further
changes therein as any one of the Chairman, the Vice
Chairman, the Treasurer and the Executive Vice
President of Global Human Resources, with the advice of
counsel, may deem necessary, and such officers be, and
hereby are, authorized to present the Plan to the
stockholders for approval at the Annual Meeting of
Stockholders to be held on April 20, 1994;
VOTED: That contingent upon the approval of the Plan by the
stockholders at the next Annual Meeting,
(A) to reserve 3,500,000 shares of the
Corporation's Common Stock, $1 par value, for issuance
pursuant to the Plan;
(B) that the Corporation issue from time to time
up to 3,500,000 shares pursuant to the Plan;
(C) the Chairman, the Vice Chairman, the
Treasurer, and the Senior Vice President and General
Counsel, be, and each of them hereby is, authorized and
directed acting individually (i) to cause to be
registered under the Securities Act of 1993 up to
3,500,000 shares of the Common Stock, $1 par value, of
the Corporation in connection with the Plan together
with stock appreciation rights granted under such Plan,
in such form and upon such terms as such officers may
approve, as conclusively evidenced by the execution of
a registration statement on Form S-8 with respect to
such securities; (ii) to incorporate into such
registration statement such changes or amendments as
the Securities and Exchange Commission or counsel for
the Corporation may direct or recommend; and that such
officers, be, and each of them hereby is, authorized in
the name and on behalf of the Corporation to execute,
affix the corporate seal thereto, deliver and file all
documents and other papers and take all other action
which they, or any of them, may deem necessary or
appropriate in order to effect said registration or in
connection therewith; and (iii) to take any action that
may be required by the National Association of
Securities Dealers with respect to the securities or
<PAGE>
the trading of the securities in the NASDAQ Over-the-
Counter National Market System;
(D) the Corporation, and any and all of the
directors of the Corporation, independently of the
others, are hereby authorized to give one or more
powers of attorney to Messrs. Marshall N. Carter, David
A. Spina, George J. Fesus, and Robert J. Malley, and
each of them, authorizing them, acting jointly and
singly, to sign for the Corporation and/or for such
officers in their several capacities, any registration
statement on Form S-8 filed with the Securities and
Exchange Commission or any and all post-effective
amendments to such registration statement;
(E) it is desirable and in the best interest of
the Corporation that the securities to be offered
pursuant to the Plan be qualified or registered in
various states where its employees reside; that the
Chairman, the Vice Chairman, the Treasurer, and the
Senior Vice President and General Counsel, be, and each
of them hereby is, authorized to determine the states
in which appropriate actions shall be taken to qualify
or register for sale such securities as such officers
may deem advisable; that such officers are hereby
authorized to perform on behalf of the Corporation any
and all such acts as they may deem necessary or
advisable in order to comply with the applicable laws
or any such states and in connection therewith to
execute and file all requisite papers and documents
including, but not limited to, applications, reports,
surety bonds, irrevocable consents and appointment of
attorneys for service of process; and the execution by
such officers of any such paper or document or the
doing by them of any act in connection with the
foregoing matters shall conclusively establish their
authority therefor from the Corporation and the
approval and ratification by the Corporation of the
papers and documents so executed and the action so
taken;
(F) in connection with the immediately preceding
authorization, the Chairman, the Vice Chairman, the
Treasurer, and the Senior Vice President and General
Counsel, be, and each of them hereby is, authorized and
directed in the name and on behalf of the Corporation
to take any and all action which any of them may deem
necessary or advisable in order to register the
Corporation as a dealer or broker in any state or
states wherein such registration is required or
advisable for the purpose of offering therein the
securities of the Corporation pursuant to the Plan, and
in connection therewith to execute, acknowledge,
verify, deliver, file and publish all such
applications, reports, resolutions and other papers and
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instruments as may be required under such securities
laws, and to take any and all further action which they
may deem necessary or advisable in order to maintain
any such registration for as long as they deem to be in
the best interests of the Corporation;
VOTED: That the Chairman, the Vice Chairman, the Treasurer,
the Senior Vice President and General Counsel and the
Executive Vice President of Global Human Resources be,
and each hereby is, authorized and directed, for and on
behalf of the Corporation, to take all other action and
to execute all other agreements and documents as any
such officer deems necessary or appropriate to
effectuate the foregoing votes and to carry out the
purposes thereof, the taking of any such action and the
execution of any such agreement or document
conclusively to evidence the due authorization thereof
by the Corporation; and
VOTED: That all actions heretofore taken by any officer or
director of the Corporation in connection with the
matters contemplated by the foregoing resolutions be,
and they hereby are, ratified and approved in all
respects.
(Holding Company)
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APPENDIX B
VOTED: That the 1994 Stock Option and Performance Unit Plan of
the Corporation, set forth as Exhibit A to the Proxy
Statement for this meeting, be approved.
EXHIBIT (5)
[Letterhead of ROPES & GRAY]
January 17, 1994
State Street Boston Corporation
225 Franklin St.
Boston, MA 02110
Ladies/Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-8 (the "Registration Statement"),
filed with the Securities and Exchange Commission (the
"Commission") under the Securities and Exchange Act of 1933, as
amended, for the registration of 3,500,000 shares of common stock,
$1 par value (the "Shares"), of State Street Boston Corporation
(the "Company") issuable under the Company's 1994 Stock Option and
Performance Unit Plan (the "Plan").
We have acted as counsel for the Company in connection with
the Plan and are familiar with the action taken by the Company in
connection with it. For purposes of this opinion we have examined
copies of votes of the board of directors and stockholders,
certified as of a recent date, the Plan and such other documents as
we deemed appropriate.
Based upon the foregoing, we are of the opinion that, when the
Shares have been issued and sold and consideration received
therefor by the Company in accordance with the terms of the Plan,
the shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Ropes & Gray
Ropes & Gray
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EXHIBIT (15)
[Letterhead of ERNST & YOUNG LLP]
Independent Accountants' Acknowledgment Letter
The Stockholders and Board of Directors
State Street Boston Corporation
We are aware of the incorporation by reference in the Registration
Statement on Form S-8 dated January 17, 1995 of State Street Boston
Corporation pertaining to the State Street Boston Corporation 1994
Stock Option and Performance Unit Plan for the registration of
3,500,000 shares of its common stock (including Preferred Share
Purchase Rights) of our reports dated April 15, 1994, July 18,
1994, and October 17, 1994 relating to the unaudited consolidated
interim financial statements of State Street Boston Corporation
which are included in its Form 10-Q for the quarters ended March
31, 1994, June 30, 1994 and September 30, 1994.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports
are not a part of the registration statement prepared or certified
by accountants within the meaning of Section 7 or 11 of the
Securities Act of 1933.
Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
January 16, 1995
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EXHIBIT (23)(a)
[Letterhead of ERNST & YOUNG LLP]
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 dated January 17, 1995, pertaining to the
State Street Boston Corporation 1994 Stock Option and Performance
Unit Plan, of our report dated January 13, 1994, with respect to
the consolidated financial statements of State Street Boston
Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1993, filed with the
securities and Exchange Commission.
Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
January 16, 1995
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