exhibit1024statestreetco






                             STATE STREET CORPORATION                        INCENTIVE COMPENSATION PROGRAM                              Effective for performance periods                            beginning on or after January 1, 2019                                                                                           Objectives:    The Program is designed to provide the framework for making Awards for purposes of:    Linking total compensation opportunities to organizational, business line, risk management and     individual performance during the applicable Performance Period.     Attracting, retaining, rewarding and motivating professionals of the highest caliber.    Amendment or Termination:      State Street reserves the right at any time to change or amend the terms of the Program, to make no     Awards under the Program or to cancel or terminate the Program.     The Administrators may at any time vary the terms of the Program for one or more Employees to the     extent they determine, in their discretion, that doing so is necessary or advisable (1) to comply with     applicable laws, rules, regulations or guidance, including the laws of any non-U.S. jurisdiction, (2) to     facilitate the administration of the Program or (3) for other reasons.    Administrator:      The Administrators shall have complete discretionary authority to interpret the Program and to     decide all matters under the Program.  Such interpretation and decision shall be final, conclusive and     binding on all individuals, in the absence of clear and convincing evidence that the Administrator     acted arbitrarily and capriciously.  However, no individual acting, directly or by delegation, as the     Administrator may determine his or her own rights or entitlements under the Program.  The     Administrator shall establish such rules and procedures, maintain such records and prepare such     reports as it considers, in its discretion, necessary or appropriate to carry out the purposes of the     Program.  The Administrator may, in its discretion, delegate to such employees or other persons as it     determines such of its duties or responsibilities as it deems appropriate.      The Administrators may engage counsel and such clerical, financial, investment, accounting and     other specialized services, whether internal or external to State Street, as the Administrators may     deem necessary or appropriate in the administration of the Program.  The Administrators shall be     entitled to rely upon any opinions, reports, or other advice furnished by such counsel or other     specialist engaged for that purpose and, in so relying, shall be fully protected in any action,     determination, or omission made in good faith.    To the extent permitted by law and not prohibited by its charter and by-laws, State Street will     indemnify and hold harmless every person serving (directly or by delegation) as Administrator and     the estate of such an individual if he or she is deceased from and against all claims, loss, damages,     liability and reasonable costs and expenses incurred in carrying out his or her responsibilities as     Administrator, unless due to the gross negligence, bad faith or willful misconduct of such individual;     provided, that counsel fees and amounts paid in settlement must be approved by State Street; and                                                                                                                1  





 






      further provided, that this paragraph will not apply to any claims, loss, damages, liability or costs and     expenses which are covered by a liability insurance policy maintained by State Street or by the     individual.  The provisions of the preceding sentence shall not apply to any corporate trustee,     insurance company, investment manager or outside service provider (or to any employee of any of     the foregoing) unless State Street otherwise specifies in writing.    Eligibility and Participation:      The Administrators, in their discretion, determine Employee eligibility under the Program for each     Performance Period.      Employees who participate in (1) another State Street annual incentive or bonus plan or (2) a     business-funded incentive plan are not eligible to receive an Award under the Program.  For these     purposes, the State Street Cash Award Plan, Supplemental Cash Incentive Plan, 2017 Stock     Incentive Plan and the SSGA Long Term Incentive Plan are neither another annual incentive or     bonus plan nor a business-funded incentive plan.    Employees on leave (paid and/or unpaid) for the entire Performance Period are not eligible to receive     an Award under the Program.    Employees hired late in the Performance Period, typically after December 1st, are not eligible to     receive an Award under the Program.    Award Conditions:      The Program covers Awards for the Performance Period.    Awards under the Program are discretionary, and service or performance during all or a portion of     the Performance Period does not guarantee or entitle an Employee to an Award or any other rights     under the Program.    Neither the Program nor any action taken hereunder will be construed as (1) giving any Employee or     other person the right to continue in the employ or service of any Employer, (2) interfering in any     way with the right of State Street to terminate any individual’s employment (or to demote or to     exclude any individual from future Awards under the Program) at any time for any reason or (3)     giving any individual any claim or right to be granted any Award under the Program or to be treated     uniformly with other’s under the Program.  Except as specifically provided by the Administrators,     State Street shall not be liable for the loss of any actual or potential payments related to an Award in     the event of the termination of employment of any individual.  The Program will not confer on any     person other than State Street and any Award recipient any rights or remedies thereunder, except as     expressly provided in the Program.    Except as required by law, no Award hereunder, or interest in, the Program shall be subject in any     manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and     any attempt to do so shall be void.  All Awards made pursuant to the Program are in consideration of     services performed or to be performed for the Employers.     All Awards shall be funded from the general assets of the State Street.  The Program is intended to     constitute an “unfunded” plan for award compensation.  Nothing contained herein shall give any     Award recipient any rights that are greater than those of a general creditor of State Street.     The Program is intended to be an award program which is not subject to the Employee Retirement     Income Security Act of 1974, as amended.   Information  Classification: Company Internal                                                                2    





 






     If an Employee is a registered lobbyist, his/her Award will not be based, even in part, upon the     outcome of any legislative, administrative, government or other official action.    Awards made under the Program are subject to any forfeiture, compensation recovery or similar     requirements under applicable law and related implementing regulations and guidance and to other     forfeiture, compensation recovery or similar requirements under plans, policies and practices of State     Street in effect from time to time. In the event that under any applicable law or related implementing     regulations, or guidance, or pursuant to any State Street plans, policies or practices, State Street is     required or permitted to reduce or cancel any amount remaining to be paid, or to recover any amount     previously paid, with respect to an Award, it shall, in its discretion, be authorized to do so.    The Program shall be construed, regulated and administered in accordance with the laws of the     Commonwealth of Massachusetts and applicable federal laws.    Eligibility for an Award shall be subject to any special terms and conditions for the Employee’s     country of residence (and country of employment, if different), as determined by the Administrators     in their discretion.  The Administrators reserve the right to impose other requirements on     participation in the Program, to the extent the Administrators, in their discretion, determine that such     other requirements are necessary or advisable in order to comply with local law.      To the extent a court or tribunal of competent jurisdiction determines that any provision of the     Program is invalid or unenforceable, in whole or in part, the Administrators, in their discretion, shall     have the power and authority to revise or strike such provision to the extent determined, in their     discretion, necessary to make it and the other provisions of the Program valid and enforceable to the     full extent permitted under local law.    Award Procedures:         Awards will be paid by the later of (1) 60 days following the ECC Approval Date or (2) the end of     the calendar year in which the ECC Approval Date occurs.    Awards may be pro-rated for Employees based on length of service during the Performance Period.    Awards may be made in immediate cash, deferred cash or equity vehicles, and under such of State     Street’s plans or programs, as determined by the Administrators in their discretion and consistent     with the terms of such vehicles, plans and programs, including without limitation, the State Street     Cash Award Plan, Supplemental Cash Incentive Plan, 2017 Stock Incentive Plan and the SSGA     Long Term Incentive Plan.    All payments are subject to applicable withholding for country, state and local tax requirements and     social security contributions.  Withholding will be made in accordance with such procedures and     standards as the Administrators may establish in their discretion.    Awards made under the Program are intended to comply with or be exempt from Section 409A of     the U.S. Internal Revenue Code and shall be interpreted and administered accordingly.    Term:      The Program will commence as of January 1, 2019.  The Program shall continue in effect until     terminated by State Street.         Information  Classification: Company Internal                                                                3  





 






   Defined Terms:    “Administrator” or “Administrators” means  (1) the ECC with respect to all Employees who have been  designated as officers of State Street for purposes of Section 16 of the Securities Exchange Act of 1934,  as amended, and (2) jointly or severally the most senior Global Human Resources officer (as of the date  of this document, the Executive Vice President-Chief Human Resources and Citizenship Officer) as  from time to time in office and his or her delegates and the most senior Global Total Rewards Officer (as  of the date of this document, the Senior Vice President-Head of Global Total Rewards), with respect to  all other persons.    “Award” means any incentive award made by Administrators, in their discretion, in accordance with the  terms of the Program.    “ECC” means the Executive Compensation Committee (including any subcommittee thereof) of the  State Street Board of Directors.    “ECC Approval Date” means the date of the meeting of the ECC at which the ECC approves the final  total funded incentive compensation pool(s) with respect to the applicable Performance Period.    “Employee” means (1) any employee of an Employer (including an officer or director who is also an  employee) who is employed and in good standing on the ECC Approval Date and (2) any individual (a)  who is no longer an employee of an Employer due to retirement, death, disability or otherwise and (b)  who the Administrator determines, in its discretion, is eligible to receive an Award earned while in the  employment of an Employer.  Employee does not include individuals who are employed on a temporary  or fixed term basis, employed by a joint venture, or providing services as a contractor or through a third  party employer.    “Employer” means any or all, as the context requires in order to refer to the employing entity of an  Employee, of State Street and any other entity (or branch) that would be treated as a member of the same  controlled group of corporations, as trades or businesses under common control, with State Street, under  Internal Revenue Code sections 414(b) and (c).    “Performance Period” means the State Street’s fiscal year or any other period selected by the  Administrators.    “Program” means the State Street Corporation Incentive Compensation Program.    “State Street” means State Street Corporation.    IN WITNESS WHEREOF, the State Street has caused this instrument to be executed by its duly  authorized officer on the 20th day of February, 2019.                                                    STATE STREET CORPORATION                                                    By:  /s/ Kathryn M. Horgan   Information  Classification: Company Internal                                                                4