Senior Executive Annual Incentive Plan 2006 Restatement



 Exhibit 10.2 

STATE STREET CORPORATION 

SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN 

2006 RESTATEMENT 
  

	I.	Purpose 

 The purpose of
the Senior Executive Annual Incentive Plan (the “Plan”) is to provide additional incentive and reward to senior executives of State Street Corporation (the “Company”) to achieve targeted levels of corporate financial performance.
The terms of the 2006 restated Plan set forth herein shall, if approved by the shareholders of the Company, apply to awards for the 2007 performance year and later years. Awards for the 2006 performance year and earlier years shall be governed by
the terms of the Plan as in effect prior to the restatement set forth herein. 
  

	II.	Eligibility and Participation 


Participants in the Plan for any year shall include the Chief Executive Officer of the Company and such other key executives as may be
designated as participants for such year by the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company. 
  

	III.	Awards 

 The Committee
shall grant awards to those persons who are participants for the year, and shall establish the goals (which may be specified as ranges) for such awards. Such awards may include both annual and awards that payout over a period of time as determined
by the Committee in its sole discretion. 
  

	IV.	Performance Goals 

 No
payment under an award granted under the Plan shall be made unless the performance goals specified with respect to the award are met or exceeded. Performance goals with respect to an award must be pre-established by the Committee not later than
ninety (90) days after the beginning of the year with respect to which the award is granted or by such other time as may be required in order to qualify the award under Section 162 (m)(4)(C) of the Internal Revenue Code (the
“Code”). Once established in accordance with the preceding sentence, performance goals may not be modified; provided, that the Committee may provide, not later than the deadline for establishing the performance goals for a year,
that one or more of the measures of performance applicable to an award or awards for such year will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions, changes in
accounting principles or interpretations, impairment charges) occurring during the year that affect the applicable performance measure. Except as the Committee may otherwise determine (not later than the deadline for establishing the performance
goals for a year), any measure of performance expressed on a per-share basis shall automatically be adjusted to the extent necessary to reflect any stock splits, reverse stock splits, stock dividends or similar changes to capitalization occurring
during the year. 







 For purposes of the Plan, a “performance goal” means an objectively determinable
target level of achievement based on any or any combination of the following criteria (determined on a consolidated basis or on the basis of one or more divisions, subsidiaries or business units): earnings or earnings per share; return on equity;
total shareholder return; revenue; market share; quality/service; organizational development; strategic initiatives (including acquisitions or dispositions); risk control; operating leverage; or expense. 

 

	V.	Terms 

 Each award under
the Plan shall be subject to the following terms: 
  

	 	A.	No more than $10,000,000 shall be payable under an award to any participant for any award year. The foregoing limit shall be applied before taking into account any
notional earnings on deferrals described in E. below. 

  

	 	B.	Subject to A. above, the Committee may provide for varying levels of payment under an award depending on whether performance goals have been met or exceeded. In no
event, however, shall any amount be payable under an award if the performance goals with respect to such award, or any of them, fails to be achieved. 

  

	 	C.	No payment shall be made with respect to an award until and unless the Committee shall have certified in writing (in such manner as shall be consistent with regulations
under Section 162(m) of the Code) that the performance goals with respect to such award have been met. 

  

	 	D.	Except as provided in this paragraph and in E. below, all payments, if any, under an award shall be paid in cash (either paid currently or deferred) following
certification by the Committee as described above. Notwithstanding the foregoing, the Committee may provide that some portion or all of any award payment be made in shares of common stock of the Company (“Stock”) in lieu of cash. Any
shares of Stock delivered shall be issued under the Company’s Equity Incentive Plan and may include restricted stock, unrestricted stock, or stock units (including restricted stock units). The number of shares of Stock delivered in lieu of any
cash amount under an award (the “replaced cash portion”) shall be that number which equals the replaced cash portion divided by the fair market value of a share of Stock (determined without regard to any restrictions) on the date the
Committee certifies under C. above that the performance goal or goals with respect to the award have been met. 

  

	 	E.	Subject to such rules and limitations as the Committee may prescribe from time to time consistent with Section 409A of the Code for amounts that are distributed as
annual lump sum cash awards, a participant may elect to have all or any portion of an award payment deferred (under the Company’s Management Supplemental Savings Plan or such other arrangement as the Committee may specify) for a fixed term of
years, until separation from service, death, disability, or until the occurrence of some other distribution event consistent with the requirements of Section 409A of the Code. For purposes of clarity, participants may not be able to defer cash
amounts paid in installments or received as the result of an equity award issued under this Plan. 

 Any amount so
deferred shall be credited to the participant’s account on the books of the Company and shall represent an unfunded and unsecured liability of 







 
the Company to pay the amount so deferred plus such additional amount, if any, representing notional earnings on the deferral (“earnings”) as may be prescribed under the deferral rules.
The portion of any award payable in stock units shall likewise represent an unfunded and unsecured promise by the Company to deliver shares in the future pursuant to the terms of the Equity Incentive Plan. 

Earnings with respect to a deferred award shall be limited so as to satisfy the requirements of Treas. Regs.
§ 1.162-27(e)(2)(iii)(B) (relating to reasonable rates of interest or other returns based on predetermined actual investments) and any limitations imposed by the Federal Deposit Insurance Corporation or similar limitations. 

 

	 	F.	To be entitled to payment under an award, a participant must be employed by the Company or one of its subsidiaries on December 31 of the award year, except as the
Committee may otherwise determine. In addition, the Committee in its discretion may cause an award to a participant to be forfeited if the participant, although employed by the Company or a subsidiary on December 31 of the award year (or on
such other date, if any, as may have been fixed by the Committee), has ceased to be employed by the Company and its subsidiaries prior to the date that other awards are (or, but for deferral, would be) paid for such year. 


 

	 	G.	The Committee in its discretion may reduce (including to zero) any amount otherwise payable under an award, with or without specifying its reasons for doing so.


  

	VI.	Actions Binding, No Right to Employment, etc. 


The Committee shall have complete discretion to construe and administer the Plan, to determine eligibility for awards, to determine
performance goals, to determine whether or not any performance goal has been satisfied, to determine the amount of payment under any award, and otherwise to do all things necessary or appropriate to carry out the Plan. Actions by the Committee under
the Plan shall be conclusive and binding on all persons. 
 Nothing in the Plan or in any award shall entitle any participant to
continued employment with the Company and its subsidiaries, and the loss of benefits or potential benefits under an award shall in no event constitute an element of damages in any action brought against the Company or its subsidiaries. 

The Committee may at any time amend the Plan or awards made under the Plan, but only to the extent consistent with continued qualification
of awards under Section 162(m)(4)(C) of the Code. The Committee may terminate the Plan at any time. 
 IN WITNESS WHEREOF, the Company has
caused this instrument to be executed by its duly respective duly authorized officer on the      day of                 , 2010. 

 

			
	STATE STREET CORPORATION
		
	By:	 	 
		 	Executive Vice President