Exhibit 10.1
STATE STREET CORPORATION
INDEMNIFICATION AGREEMENT
This Agreement is made as of the
day of
,
, by
and between State Street Corporation, a Massachusetts corporation (the
"Corporation"), and
("Indemnitee"), a director of the
Corporation.
WHEREAS, it is essential to the Corporation to retain and attract as directors
the most capable persons available, and
WHEREAS, the substantial increase in corporate litigation subjects directors to
expensive litigation risks, and
WHEREAS, the parties desire to adopt indemnification provisions consistent with
Chapter 156D of the General Laws of the Commonwealth of Massachusetts
("Chapter 156D"), which became effective subsequent to the Corporation's most
recent Articles of Amendment containing indemnification protection.
NOW THEREFORE, for valuable consideration, receipt of which is acknowledged, the
Corporation and Indemnitee do hereby agree as follows:
1.
DEFINITIONS.
AS USED IN THIS
AGREEMENT:
(A)
THE TERM "CORPORATE STATUS" SHALL MEAN THE
STATUS OF A PERSON WHO IS OR WAS OR HAS AGREED TO BECOME, A DIRECTOR OF THE
CORPORATION OR WHO, WHILE A DIRECTOR OF THE CORPORATION, IS OR WAS SERVING AT
THE CORPORATION'S REQUEST AS A DIRECTOR, OFFICER, FIDUCIARY, PARTNER, EMPLOYEE,
TRUSTEE OR AGENT OF, OR IN A SIMILAR CAPACITY WITH, ANOTHER CORPORATION,
PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTITY ("OTHER
ORGANIZATIONS").
A DIRECTOR IS CONSIDERED TO BE SERVING AN EMPLOYEE BENEFIT
PLAN AT THE CORPORATION'S REQUEST IF HIS OR HER DUTIES TO THE CORPORATION ALSO
IMPOSE DUTIES ON, OR OTHERWISE INVOLVE SERVICES BY, HIM OR HER TO THE PLAN OR TO
PARTICIPANTS IN OR BENEFICIARIES OF THE PLAN.
SET FORTH ON SCHEDULE A IS A
LIST, AS OF THE DATE HEREOF, OF ALL SUCH OTHER ORGANIZATIONS.
(B)
THE TERM "DISINTERESTED DIRECTOR" SHALL MEAN
A DIRECTOR OF THE CORPORATION WHO, AT THE TIME OF A VOTE REFERRED TO IN
PARAGRAPH 7 OF THIS AGREEMENT, IS NOT (I) A PARTY TO THE PROCEEDING, OR (II) AN
INDIVIDUAL HAVING A FAMILIAL, FINANCIAL, PROFESSIONAL OR EMPLOYMENT RELATIONSHIP
WITH INDEMNITEE, WHICH RELATIONSHIP WOULD, IN THE CIRCUMSTANCES, REASONABLY BE
EXPECTED TO EXERT AN INFLUENCE ON THE DIRECTOR'S JUDGMENT WHEN VOTING ON THE
DECISION BEING MADE.
(C)
THE TERM "EXPENSES" SHALL INCLUDE, WITHOUT
LIMITATION, ATTORNEYS' FEES, RETAINERS, COURT COSTS, TRANSCRIPT COSTS, FEES AND
EXPENSES OF EXPERTS, TRAVEL EXPENSES, DUPLICATING COSTS, PRINTING AND BINDING
COSTS, TELEPHONE AND TELECOPY CHARGES, POSTAGE, DELIVERY SERVICE FEES
AND OTHER DISBURSEMENTS OR EXPENSES OF THE TYPE CUSTOMARILY INCURRED IN
CONNECTION WITH A PROCEEDING, BUT SHALL NOT INCLUDE THE AMOUNT OF JUDGMENTS,
FINES OR PENALTIES AGAINST INDEMNITEE OR AMOUNTS PAID IN SETTLEMENT IN
CONNECTION WITH SUCH MATTERS.
(D)
THE TERM "INDEPENDENT COUNSEL" SHALL MEAN A
LAW FIRM, OR A MEMBER OF A LAW FIRM, THAT IS EXPERIENCED IN MATTERS OF
CORPORATION LAW AND NEITHER PRESENTLY IS, NOR IN THE PAST FIVE YEARS HAS BEEN,
RETAINED TO REPRESENT:
(I) THE CORPORATION OR INDEMNITEE IN ANY MATTER MATERIAL
TO EITHER SUCH PARTY (OTHER THAN WITH RESPECT TO MATTERS CONCERNING INDEMNITEE
UNDER THIS AGREEMENT, OR OF OTHER INDEMNITEES UNDER SIMILAR INDEMNIFICATION
AGREEMENTS), OR (II) ANY OTHER PARTY TO THE PROCEEDING GIVING