exhibit101deferredcompen






                                                              Exhibit 10.1                          STATE STREET CORPORATION               DEFERRED COMPENSATION PLAN FOR DIRECTORS                           (January 1, 2021 Restatement)                                                                                                                                                                    ARTICLE I                NAME AND PURPOSE OF PLAN AND DEFINITIONS    1.1    Name and Effective Date.  The Plan set forth herein is an amendment, restatement and         continuation of the State Street Corporation Deferred Compensation Plan for Directors,         originally established effective June 19, 1975.  Except as otherwise provided, this         restatement shall have effect with respect to amounts earned for services during Plan         Years commencing on or after January 1, 2021.    1.2    Deferrals Prior to 2005. Deferrals of amounts earned in respect of services prior to         January 1, 2005, as to which the applicable terms and conditions have not been         materially modified on or after October 4, 2004, shall remain subject to their original         terms and to the State Street Corporation Deferred Compensation Plan for Directors in         effect prior to October 4, 2004.    1.3    Deferrals Prior to 2008.  Deferrals not described in Section 1.2 made prior to January 1,         2008 shall be subject to the terms of the Plan as set forth herein.  With respect to such         deferrals, the Plan Administrator shall honor the original terms of payment, except that         any reference therein to termination of employment shall be deemed to require a         Separation from Service, and shall also honor any changes in time or form of payment         made pursuant to available transition relief; provided, however, that any change in time         or form of payment after December 31, 2008 will be subject to Section 5.4.          1.4    Deferral Prior to 2021.  Deferrals of amounts earned in respect of services on or after         January 1, 2008 and up through the first Plan Year commencing on or after January 1,         2020, shall remain subject to their original terms and to the State Street Corporation         Deferred Compensation Plan for Directors in effect prior to this amendment and         restatement.    1.5    Definitions.  Capitalized terms have the meaning set forth below unless a different         meaning is required by the context:           (a)     “Account” means an account established for a Participant’s benefit under                 Section 3.4.                  (b)     “Annual Stock Award” means the annual award of shares of Stock to                 Directors.                  (c)     “Beneficiary” means the person or persons designated by a Participant in                 writing, subject to such rules as the Plan Administrator may prescribe, to     





 






                        receive benefits under the Plan in the event of the Participant’s death.  In the          absence of an effective designation at the time of a Participant’s death, the          Participant’s Beneficiary shall be his or her surviving spouse or domestic          partner, or if none, his or her issue per stirpes, or if none, his or her surviving          parents, or if none, his or her estate.                 (d)     “Board” means the Board of Directors of the Corporation.                 (e)     “Code” means the Internal Revenue Code of 1986, as amended from time to          time.                 (f)     “Compensation” means a Director’s Retainer Fees, Meeting Fees, and          Annual Stock Award.                 (g)     “Corporation” means State Street Corporation and any successor thereto.                 (h)     “Deferred Compensation Agreement” means a written agreement described          in Section 3.1.  Each Deferred Compensation Agreement shall be in a form          approved by or acceptable to the Plan Administrator.                 (i)     “Director” means a director of the Corporation who is not an employee of the          Corporation or of any of its subsidiaries or affiliates.    (j)     “Disabled” and “Disability,” with respect to a Participant, mean that the          Participant is unable to engage in any substantial gainful activity by reason of          a medically determinable physical or mental impairment that can be expected          to result in death or can be expected to last for a continuous period of not less          than 12 months, or that the Participant has been determined to be totally          disabled by the Social Security Administration.    (k)     “Entry Date” means each January 1; provided, however, in the case of a new          Director, the initial Entry Date for said new Director shall be such date as          determined by the Plan Administrator consistent with Section 409A          regulation 1.409A-2(a) (7).                 (l)     “ERISA” means the Employee Retirement Income Security Act of 1974, as          amended.                 (m)     “Meeting Fees” means the fees payable in cash to Directors for attendance at          Board and Board committee meetings.                 (n)     “Participant” means a Director who elects to participate in the Plan or who          has an Account under the Plan.                 (o)     “Plan” means the State Street Corporation Deferred Compensation Plan for          Directors, as from time to time amended and in effect.                                                                   - 2 - 





 






            (p)     “Plan Administrator” means the Plan Administrator appointed pursuant to                 Section 6.1           (q)     “Plan Year” means the one-year period commencing in each calendar year,                 as specified in the applicable Deferred Compensation Agreement, during                 which the applicable deferral election will apply.  Each Plan Year shall be                 associated with the immediately preceding Entry Date as set forth in the                 Deferred Compensation Agreement.           (r)     “Retainer Fees” means any annual retainer payable to a Director, whether                 payable in cash or Stock.           (s)     “Section 409A” means Section 409A of the Code, including the regulations                 and other applicable Internal Revenue Service guidance thereunder.                  (t)      “Separation from Service” means a “separation from service” (as defined at                 Section 1.409A-1(h) of the Treasury Regulations) from State Street and all                 other corporations and trades or businesses, if any, that would be treated as a                 single “service recipient” with State Street under Section 1.409A-1(h)(3) of                 the Treasury Regulations; and correlative terms shall be construed to have a                 corresponding meaning.                  (u)     “Stock” means the common stock of the Corporation.                                     ARTICLE II                       ELIGIBILITY AND PARTICIPATION                                           2.1    Commencement of Participation.  Except as the Board otherwise determines (consistent         with the requirements of Section 409A), a Director may elect, prior to any Entry Date         commensurate with or following his or her election to the Board, to commence         participation for the Plan Year.    2.2    Termination of Participation.  A Director shall remain a Participant until his or her         Accounts have been fully distributed.                                     ARTICLE III                              ELECTION TO DEFER                                        3.1    Deferred Compensation Agreement.  Prior to any Entry Date commensurate         with or following his or her election to the Board, a Director may elect to defer         a portion of his or her Compensation in respect of services performed in such         Plan Year by entering into a Deferred Compensation Agreement with respect to         such Compensation.  The Plan Year will be designated by the Plan         Administrator in the Deferred Compensation Agreement.  Compensation that is                                                                                  - 3 - 





 






          deferred shall be credited to one or more Accounts of the Participant as soon as         practicable after the Compensation would otherwise have been paid.      3.2    Election Procedures.             (a)     Advance elections required.  A Deferred Compensation Agreement                 must be entered into, if at all, irrevocably prior to the applicable Entry                 Date for the Plan Year in which the services to which the                 Compensation relates is to be performed (or by such earlier date or                 later date as the Plan Administrator may prescribe consistent with the                 requirements of Section 409A).  Once a Deferred Compensation                 Agreement becomes effective for a Plan Year, it may not be modified                 or revoked by the Participant.           (b)     Other requirements.  Except as otherwise determined by the Plan                 Administrator, a new Deferred Compensation Agreement must be                 timely executed for each Plan Year.      3.3    Compensation to be Deferred.  A Director may elect to defer 0% or 100% (50%         or 100% with respect to Entry dates prior to January 1, 2013), but no other or         different portion or percentage, of each type of Compensation (i.e., Annual         Stock Award, Meeting Fees, and Retainer Fees) which may become payable to         him or her currently with respect to services as a Director during any Plan Year         by entering into a Deferred Compensation Agreement with respect to 0% or         100% (50% or 100% with respect to Entry dates prior to January 1, 2013), as         the case may be, of any such Compensation.    3.4    Accounts.  The Plan Administrator shall establish an Account or Accounts for         each Participant reflecting elective deferrals and any adjustments under this         Section 3.4.             (a)     Stock deferrals.  An Account established for a Participant in                 connection with the deferral of an award otherwise payable in shares                 of Stock shall be denominated in Stock units (each representing a                 share of Stock).  An Account described in the immediately preceding                 sentence shall be equitably adjusted by the Plan Administrator to                 reflect any stock dividends, stock splits or combinations of shares                 (including a reverse stock split), recapitalizations or other changes in                 the Corporation’s capital structure, and shall be adjusted in connection                 with the payment of any dividend or other distribution on the Stock to                 reflect the notional (hypothetical) reinvestment of the amount of the                 dividend or distribution in additional shares of Stock, such additional                 shares being treated thereafter (including with respect to subsequent                 dividends and distributions) in the same manner as the shares initially                 deferred.  Any notional reinvestment shall be deemed to have been                                                                                  - 4 - 





 






                  made using the closing price of the Stock on the date the dividend or                 other distribution was paid.           (b)     Cash deferrals.  All Accounts not described in Section 3.4(a) shall be                 adjusted for notional (hypothetical) investment experience as                 described in this Section 3.4(b).  The Plan Administrator shall                 designate for purposes of the Plan one or more investment alternatives                 (each, a “tracking option”), including, if the Plan Administrator so                 determines, a tracking option that offers a return of notional interest                 and including, solely with respect to Plan Years commencing prior to                 January 1, 2013, a tracking option notionally invested in shares of                 Stock.  Each Participant shall have the opportunity to allocate                 Accounts not described in Section 3.4(a) and/or additional cash                 deferrals among the available tracking options.  Amounts allocated                 under the Plan to a tracking option shall be treated as notionally                 invested in that tracking option.  In the absence of an affirmative                 allocation by a Participant, the Plan Administrator may designate a                 default tracking option and treat the Accounts and/or deferrals (or such                 portions thereof as shall not have been affirmatively allocated) as                 being notionally invested in the default tracking option.  The Plan                 Administrator shall periodically adjust Accounts to reflect increases or                 decreases attributable to these notional investments, and with respect                 to any Account invested in a tracking option notionally invested in                 Stock, shall also adjust such Account in the manner described in                 Section 3.4(a).  Except as otherwise determined by the Plan                 Administrator and subject to such rules as the Plan Administrator may                 prescribe, a Participant may make notional investment changes at any                 time with respect to existing deferrals and/or future deferrals.  The                 Plan Administrator may, at the direction of the Board, at any time and                 from time to time, eliminate or add tracking options or substitute a                 new for an existing tracking option, including with respect to balances                 already notionally invested under the Plan.  The Corporation may, but                 need not, purchase securities or other investments with characteristics                 similar to the tracking options from time to time offered under the                 Plan, but any such securities or other investments shall remain part of                 the Corporation’s general assets.    3.5    Miscellaneous.  The Plan Administrator shall maintain such records and prepare         such reports as it considers necessary or appropriate to carry out the purposes of         the Plan.  In addition to the adjustments to Accounts referred to in Section 3.4         above, the Plan Administrator shall increase each Account to reflect additional         deferrals and shall decrease the Account to reflect distributions.                                                                                                                                                                                                                                         - 5 - 





 






                                    ARTICLE IV                                    VESTING                                        4.1    Vesting of Accounts.  All Accounts are fully vested at all times.  However, the         fact that an Account is fully vested shall not give a Participant or Beneficiary or         any other person any right to receive the value of such Account except in         accordance with the terms of the Plan.                                     ARTICLE V                              PLAN DISTRIBUTIONS                                        5.1    Time of Payment; In General.  Subject to the below, each Participant shall elect,         not later than the date of each Deferred Compensation Agreement entered into,         for the portion of his or her Accounts under the Plan attributable to the         Compensation so deferred is to be paid, or commence to be paid, in accordance         with Section 5.2 below, either:           (a)     at Separation from Service whenever occurring, or           (b)     at the earlier or (i) a specified date not earlier than the date five years                 after the effective date of such Deferred Compensation Agreement or                 (ii) Separation from Service (for Plan Years commencing prior to                 January 1, 2013, limited to a specified date not earlier than the date                 five years after the effective date of such Deferred Compensation                 Agreement).                     In the absence of an affirmative election, the Participant shall be                 deemed to have elected payment upon Separation from Service.                     Notwithstanding anything in the Plan to the contrary, a Participant                 must make the same election for all Deferred Compensation                 Agreements entered into with respect to Compensation earned in the                 same Plan Year.                  Notwithstanding the above, all elections to defer Compensation attributable to         Plan Years beginning after January 1, 2021 shall automatically be paid at         Separation from Service, subject to the terms of Section 5.4 below.    5.2    Payment Rules.           (a)     Time of Payment.  The Corporation shall pay or commence to pay the                 applicable portion of a Participant’s Accounts under the Plan on or as                 soon as practicable following triggering event under Section 5.1 above                 (i.e., either Separation from Service or, if so specified, a specified                 date) entitling the Participant or his or her Beneficiaries to a                 distribution; provided, that a payment shall be made in all events not                                                                                 - 6 - 





 






                  later than the end of the calendar year in which the triggering event                 occurs or, if later, the 15th day of the third month following the date                 on which the triggering event occurs.                   (b)     Death.  If a Participant should die before the specified distribution                 triggering event, his or her Accounts shall be paid in a single payment                 to his or her Beneficiaries as soon as practicable following the                 Participant’s death, and in all events not later than the end of the                 calendar year in which the Participant dies or, if later, the 15th day of                 the third month following the date on which the Participant dies.           (c)     Disability.  If a Participant becomes Disabled before the specified                 distribution date, his or her Accounts shall be paid in a single payment                 to the Participant as soon as practicable following the event of                 Disability, and in all events not later than the end of the calendar year                 in which the Participant becomes Disabled or, if later, the 15th day of                 the third month following the date on which the Participant becomes                 Disabled.    5.3    Amount and Form of Payment.           (a)     Amount of Payment.  The amount payable to any Participant or                 Beneficiary shall be all or a portion of the balance of the Participant’s                 Accounts to the extent subject to the applicable election, adjusted as                 described below in the case of installment payments.                  (b)     Form of Payment.  (i)  Except as specified in Sections 5.2(b) and                 5.2(c), payment of all or a portion a Participant’s Accounts shall be                 made in a single payment or in annual installments over a period of                 two to 5 years as elected by means of the respective Deferred                 Compensation Agreement.  Where payment is to be made in                 installments, the amount of each installment shall be determined by                 dividing the total amount standing to the Participant’s credit under                 each Account that is subject to the election immediately prior to the                 installment by the number of installments remaining to be paid.  In the                 absence of an affirmative election, a Participant shall be deemed to                 have elected to receive a single payment.  Notwithstanding anything in                 the Plan to the contrary, a Participant must make the same election for                 all Deferred Compensation Agreements entered into with respect to                 Compensation earned in the same Plan Year.  (ii)  Notwithstanding                 Section 5.3(b)(i) hereof, with respect to elections applicable to Plan                 Years commencing prior to January 1, 2013, payment of all or a                 portion a Participant’s Accounts shall be made in a single payment or                 in annual installments over a period of two to 10 years as elected by                 means of the respective Deferred Compensation Agreement.  Where                 payment is to be made in installments, the amount of each installment                                                                                 - 7 - 





 






                  shall be determined by dividing the total amount standing to the                 Participant’s credit under each Account that is subject to the election                 immediately prior to the installment by the number of installments                 remaining to be paid.  In the absence of an affirmative election, a                 Participant shall be deemed to have elected to receive a single                 payment.                  (c)     Medium of Payment.  Deferrals of Compensation otherwise payable in                 cash, and related notional earnings, shall be paid in cash.  Deferrals of                 Compensation otherwise payable in shares of Stock, together with                 notionally reinvested dividends, shall be paid by delivery of shares of                 Stock.      5.4    Changes to Distribution Elections.  Subject to Section 5.5 below, a Participant         may not change the form or payment commencement date for payment of his or         her Accounts except in accordance with the following rules:                  (a)     Change in commencement date.  At any time prior to a date that is at                 least 12 months preceding the calendar  year in which an Account or                 portion thereof would otherwise have been paid (if payable in a single                 payment rather than in installments) or in which payment would have                 commenced (if payable in installments), a Participant may elect to                 defer the payment or payment commencement date to a specified date                 at least five years following the date on which the amount would                 otherwise be paid or commence to be paid.                  (b)     Change in form of payment.  A Participant who has elected (or is                 deemed to have elected) to receive his or her benefit in a single                 payment may instead elect installments, and a Participant who has                 elected installment payments may instead elect a single payment,                 provided in each case that the change is elected in accordance with the                 requirements of subsection (a) above.                   (c)     Effectiveness of change.  No change to an election as to the time or                 form of payment will take effect until at least 12 months after the date                 on which the election is made.    5.5    Special Rule for 2007 and 2008.  Notwithstanding any provision herein to the         contrary, the Plan Administrator may permit Participants or Beneficiaries with         an Account under the Plan to elect a new form and time of distribution, not later         than December 31, 2008, in a manner consistent with transition guidance under         Section 409A, subject to such limitations and restrictions as the Plan         Administrator may impose.  Such an election made in 2007 may apply only to         amounts that would not otherwise be payable in 2007 and may not cause an         amount to be paid in 2007 that would not otherwise be payable in 2007, and         such an election made in 2008 may apply only to amounts that would not                                                                                 - 8 - 





 






          otherwise be payable in 2008 and may not cause an amount to be paid in 2008         that would not otherwise be payable in 2008.                                                                               ARTICLE VI                        ADMINISTRATION OF THE PLAN                                        6.1    Plan Administrator.  Except as the Board may otherwise determine, the Plan         Administrator shall be the Executive Vice President-Global Human Resources         as from time to time in office, or his or her delegate.  The Plan Administrator         shall have complete discretionary authority to interpret the Plan and to decide         all matters under the Plan.  Such interpretations and decisions shall be final,         conclusive and binding on all Participants and any person claiming under or         through any Participant, in the absence of clear and convincing evidence that         the Plan Administrator acted arbitrarily and capriciously.  No individual acting         as Plan Administrator may determine his or her own rights or entitlements         under the Plan, if any.    6.2    Outside Services.  The Plan Administrator may engage counsel and such         clerical, financial, investment, accounting, and other specialized services as the         Plan Administrator may deem necessary or appropriate for the administration of         the Plan.  The Plan Administrator shall be entitled to rely upon any opinions,         reports, or other advice furnished by counsel or other specialists engaged for         that purpose and, in so relying, shall be fully protected in any action,         determination, or omission made in good faith.    6.3    Indemnification.  To the extent permitted by law and not prohibited by its         charter or by-laws, the Corporation will indemnify and hold harmless every         person who serves or who has served (directly or by delegation) as Plan         Administrator and his or her estate 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 Plan 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 the         Corporation, and provided further that this Section 6.3 will not apply to any         claims, loss, damages, liability or costs and expenses which are covered by a         liability insurance policy maintained by the Corporation 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) except as the Corporation specifies in         writing.                                                                                             - 9 - 





 






                                   ARTICLE VII                        AMENDMENT AND TERMINATION                                        7.1    Amendment; Termination.  By action of the Board, the Corporation reserves the         absolute right at any time and from time to time to amend any or all provisions         of the Plan or to terminate the Plan.    7.2    Effect of Amendment or Termination.  No action under Section 7.1 shall         operate to reduce the balance of a Participant’s Accounts other than through a         distribution to the Participant or his or her Beneficiaries.  No Plan amendment         or instrument of termination will accelerate or defer distributions under the Plan         or otherwise alter the availability of elections or other rights under the Plan         except as permitted by Section 409A and applicable guidance thereunder.                                    ARTICLE VIII                         MISCELLANEOUS PROVISIONS                                        8.1    Source of Payments.  All amounts payable hereunder to Participants and their         Beneficiaries shall be paid from the general assets of the Corporation.    8.2    No Warranties.  The Corporation does not warrant or represent in any way that         the value of a Participant’s Accounts will increase or not decrease.  Each         Participant and his or her Beneficiaries assume all risk in connection with any         change in such value.    8.3    Inalienability of Benefits.  Except as required by law, no benefit under, or         interest in, the Plan or any Account 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.    8.4    Expenses.  The Corporation shall pay all costs and expenses incurred in         operating and administering the Plan.    8.5    Headings.  The headings of the sections in the Plan are placed herein for         convenience of reference, and, in the case of any conflict, the text of the Plan,         rather than such heading, shall control.    8.6    Acceptance of Plan Terms.  By executing a Deferred Compensation Agreement,         a Participant agrees, for himself or herself and on behalf of his or her         Beneficiaries, to abide by the terms of the Plan and the determinations of the         Plan Administrator with respect thereto.    8.7    Section 409A.  The Plan and all related instruments shall be construed and         administered consistent with the objective that all deferrals and payments under         the Plan will comply with the requirements of Section 409A.  Notwithstanding         the foregoing, deferrals of amounts earned and vested prior to January 1, 2005                                                                                - 10 - 





 






          (including any earnings thereon determined in accordance with Section 409A)         shall be administered consistent with the objective that such deferrals will         remain exempt from the requirements of Section 409A.    8.8    Construction.  The Plan shall be construed, regulated, and administered in         accordance with applicable federal laws and the laws of the Commonwealth of         Massachusetts without giving effect to any choice or conflict of law provision         or rule that would cause the application of the laws of any other jurisdiction.                     Executed this 20th day of July, 2020.                                       STATE STREET CORPORATION                                        By:   /s/ Kathryn M. Horgan                                              Name: Kathryn M. Horgan                                      Title: EVP, Chief Human Resources Officer                                                                                 - 11 -