EXHIBIT 10.14

    STATE STREET GLOBAL ADVISORS

    INCENTIVE COMPENSATION PLAN - 1993



I.  Purpose:

    The purpose of the plan is to provide all employees significant incentive
to enhance the financial performance of State Street Global Advisors.


II. Participation:

    The plan will consist of two separate and distinct parts.  One part will
cover all non-officers of State Street Global Advisors who have a minimum of
six months of tenure with SSGA.  The second part will cover all officers of
State Street Global Advisors.


III.     Bonus Pools:

    The pool will be generated by contributions that are based on 1993 Global
Advisors Contribution achievement after the revenue sharing related to the
agreement between the Bank and State Street Global Advisors.  For the year 1993
revenue sharing has been agreed at a rate of TBD% of Adjusted Revenues.  (The
basis for the Bonus Pool may be modified by the Chief Executive Officer of
State Street Boston Corporation based on final data.)  The Bonus Pool will
consist of two parts, non-officer and officer.  The split of the Pool into the
two parts will be calculated according to the following formula:


IV. Bonus Awards:

    All non-officers who are meeting job standards will be eligible to receive
awards equal to 10% of their January 1, 1993 salary if the Global Advisors
Contribution is $TBD.  If the Global Advisors Contribution is greater than
$TBD, non-officers will be eligible for additional awards.  The amounts will be
determined based on the non-officer's contribution.  All awards will be paid in
February 1994.

    All officers who are meeting job standards are eligible for awards based on
their contribution.  Officers will receive 70% of their award in February,
1994, the other 30% will be

December 16, 1992
    deferred and paid in equal portions in February, 1995 and February, 1996. 
Deferred awards will earn interest at a rate equal to the effective yield to
maturity, respectively, on the one and two year U.S. Treasury notes with an
issue date closest to February 18, 1994.

    In no case will the sum of the awards exceed the Bonus Pool.

    A manager with the approval of the Chief Executive Officer of State Street
Global Advisors may make adjustments to the awards to reflect a participant's
contribution or the business environment.  All awards are subject to the
approval of the Chief Executive Officer of State Street Global Advisors, the
Chief Executive Officer and the Executive Compensation Committee of State
Street Boston Corporation.  If a participant ceases to be employed by State
Street Global Advisors, or State Street Bank and Trust Company or one of its
subsidiaries, (provided, however, that this provision shall not apply if the
participant's employment is terminated by reason of death or disability) prior
to the date of actual payment of any incentive or deferral, no payment shall be
made.


















December 4, 1992