EXHIBIT 10.20

                         STATE STREET GLOBAL ADVISORS
                      INCENTIVE COMPENSATION PLAN - 1995

PURPOSE:
     The purpose of the plan is to provide all employees  significant  incentive
to enhance the financial  performance of State Street Global  Advisors  ("SSGA")
and State Street Boston Corporation.

PARTICIPATION:
     All  officers  and full time  non-officers  with a minimum of six months of
tenure with SSGA are eligible to participate.

BONUS POOL:
     The pool  will be  generated  by  contributions  that are based on the 1995
Global Advisors  financial  achievement after the revenue sharing related to the
Agreement  between  State Street Bank and Trust  Company and State Street Global
Advisors.  For the year 1995, revenue sharing has been agreed at a rate of 41.7%
of Adjusted Revenues - at budget.

AWARDS:
     All  non-officers who are meeting job standards will be eligible to receive
awards. The amounts will be determined based on the non-officer's  contribution.
All awards will be paid in February 1996.

     All  officers  who are  meeting job  standards  will be eligible to receive
awards.  The amounts will be determined  based on their  contribution.  Officers
will  receive  70% of their  award in  February,  1996,  the  other  30% will be
deferred  and paid in equal  portions  in  February,  1997 and  February,  1998.
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 15, 1996.

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

     Awards  will be  recommended  by each  Participant's  manager  based on the
Participant's  contribution  and 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  Boston  Corporation  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.