Exhibit 10
                        State Street Boston Corporation

                  Material Contract Agreement with J.R. Towers





                                                              September 7, 1994


Mr. John R. Towers
239 Union Street
Hanover, Massachusetts 02339


Dear John:

        I am pleased to extend you an offer to become Senior Vice  President and
Senior Legal  Officer at State Street Boston  Corporation  and State Street Bank
and Trust Company.

        Your  salary  will be  $275,000  per  year.  As a member  of our  Global
Management  Forum, in 1995, you will participate in our annual incentive plan in
which bonuses are awarded on a judgmental  basis,  usually between 0% and 50% of
salary.  In  recognition of the fact that you are  participating  in such a plan
now, we should agree to a "sign-on bonus" of $50,000 (less all applicable taxes)
payable  within two weeks of your start  date,  and  another  $50,000  (less all
applicable  taxes)  payable by the end of February,  1995. Of course,  all bonus
payments  assume  that  you are an  employee  of goo d  standing  at the time of
payout.

        Because of your prior  service,  you will be  immediately  vested in the
 State Street Retirement Plan. Further, we will create a supplemental  executive
 retirement  program  which will provide a target  benefit  equal to 40% of your
 average salary for your final five years with State Street.  To be eligible for
 this special SERP, John, we require that you be employed for ten years starting
 from the date you rejoin us. State Street will subtract all other pensions that
 you would receive from your prior  employers,  including  payments  under State
 Street's Retirement Plan. The target and
offsets will be calculated on a "straight life annuity" basis.

        Subject to the approval of the Executive  Compensation  Committee of our
Board of Directors,  you will be granted non-  qualified  stock options on 5,000
shares of State Street common stock.






        To offset the extra compensation you have with your current employer and
 to further ally your compensation with the welfare of our stockholders, we will
 provide you with a cash payment on December 29, 1995 equal to the closing price
 of State Street stock on that day  multiplied by 1,000.  In addition,  you will
 receive  payments  in  January,  April,  July and  October,  1995  equal to the
 quarterly  dividend  multiplied by 1,000.  Each of the payments  referred to in
 this  paragraph will be made provided you are an employee in good standing with
 State Street on the proscribed payment dates.


John,  I think you are uniquely  qualified  to step in and build State  Street's
legal  function.  Your  knowledge of the business,  and your  effective  working
relationship  with  many of State  Street's  senior  executives,  all lead me to
believe that you can do an  outstanding  job in this critical are a. I will also
do  everything I can to make your  re-entry as smooth and enjoyable as possible.
As I'm sure you know, we don't achieve  results without working hard. I know you
are not only a hard worker, but an effective one and an inspiring leader. I hope
very much that you will accept our offer. As a matter of course, I would ask you
to sign below to indicate your  acceptance of this offer.  Your  signature  also
indicates  that you do not have any  current  employment  contract  which  would
conflict with your employment with State Street.

        I look forward to working with you in the future.

                                                                Sincerely,






                                                                David A. Spina
                                                                Vice Chairman





/s/  John R. Towers                               September 30, 1994
        John R. Towers                             Date