SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

STATE STREET CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION—FILED ON MARCH 23, 2010

Ronald E. LogueJoseph L. Hooley

Chairman, of the BoardPresident and Chief Executive Officer

April , 20106, 2011

Dear Shareholder:

We cordially invite you to attend the 20102011 annual meeting of shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36^thFloor, Boston, Massachusetts, on Wednesday, May 19, 2010,18, 2011, at 10:00 a.m.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement.

Your vote is very important. Whether or not you plan to attend the meeting, please carefully review the enclosed proxy statement and then cast your vote. We urge you to vote regardless of the number of shares you hold. Please mark, sign, date and mail promptly the accompanying proxy cardcard. If you hold your shares in “street name,” meaning they are held for your account by a broker, bank or other nominee, you will receive separate voting instructions for your shares held in street name, the voting instruction form, in the return envelope.from your broker, bank or other nominee. Registered shareholders may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card. If yourFor shares are held in street name, as an alternative to returningplease follow the relevant instructions for telephone and Internet voting instruction form you receive, you will haveprovided by the option to cast your vote by telephonebroker, bank or over the Internet if your voting instruction form includes instructions and a toll-free telephone number or Internet website to do so. In any event, toother nominee. To be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials, and lowers the costs and reduces the environmental impact of the annual meeting. Shareholders receiving e-proxy materials have been sent a notice containing instructions on how to access the proxy statement and annual report over the Internet and how to vote.

We look forward to seeing you at the annual meeting. Your continuing interest in State Street is very much appreciated.

Sincerely,

PLEASE NOTE: If you plan to attend the meeting, please allow additional time for registration and security clearance. You will be asked to present a valid picture identification acceptable to our security personnel, such as a driver’s license or passport. For security reasons, you and your bags may beare subject to search prior to your admittance to the meeting. If you own your shares in street name through a broker, bank or brokerage account, or through some other nominee, you should also bring proof of beneficial ownership (for further details, see “Meeting Admission” in the attached Notice of State Street Corporation 20102011 Annual Meeting of Shareholders). Public fee-based parking is available at State Street’s headquarters at One Lincoln Street (entrance from Kingston Street). Other public fee-based parking facilities available nearbynear One Lincoln Street include the LaFayette Corporate Center and the Hyatt Hotel (entrances from Rue de LaFayette). South Station is the closest MBTA station to One Lincoln Street.

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900

NOTICE OF STATE STREET CORPORATION 20102011 ANNUAL MEETING OF SHAREHOLDERS

April , 20106, 2011

TABLE OFTABLEOF CONTENTS

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STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

PROXY STATEMENT

GENERAL INFORMATION

Why am I receiving these materials?

You have received these proxy materials because State Street’s Board of Directors is soliciting your vote by proxy at the 20102011 annual meeting of shareholders. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission, or SEC, and that is designed to assist you in voting your shares.

Can I access State Street’s proxy materials and annual report electronically?

As permitted by SEC rules, adopted by the SEC, we are making this proxy statement and our annual report, including our consolidated financial statements for the year ended December 31, 2009,2010, available to our shareholders electronically viaover the Internet. On April , 2010,6, 2011, we mailed to our United States shareholders as of the record date for the annual meeting, March 15, 2010,2011, a notice containing instructions on how to access thisthese proxy statementmaterials online and our annual report online andhow to vote. Also on April , 2010,6, 2011, we began mailing printed copies of these proxy materials to shareholders that have requested printed copies and to shareholders outside the United States. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the notice instructs you on how to access and review online all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the notice.

Can I access State Street’s proxy materials and annual report electronically?

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Bebe Held on May 19, 2010. 18, 2011.

The proxy statement and annual report, and the means to vote electronically, are available at www.proxyvote.com.

To view this material, you must have available the 12-digit control number located on the notice mailed on April , 20106, 2011 or the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form.

How do I request a printed copy of the proxy materials for future shareholder meetings?

To request a printed copy of the proxy statement, annual report and form of proxy relating to our future shareholder meetings, visit www.proxyvote.com, telephone 1-800-579-1639 or send an email tosendmaterial@proxyvote.com. You must have available the 12-digit control number described above.

What are the directions to the meeting?

Directions to the meeting are as follows:

From the North:

Take Expressway (I-93) South to exit 20 (Purchase Street/South Station) and follow the signs for South Station. Follow exit ramp and cross Summer Street. Turn right onto Lincoln Street. Take first left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the South:

Take Expressway (I-93) North to exit 20 (South Station). Bear left at the ramp to South Station/Chinatown. You will see State Street Financial Center directly ahead. You will be on Lincoln Street. Follow Lincoln Street through the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the West:

Take Mass Turnpike (I-90) to exit 24A (South Station). Turn left on Kneeland Street towards Chinatown. Turn right onto Lincoln Street at the light. Follow Lincoln Street through the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

Via Massachusetts Bay Transportation Authority:

Take the MBTA Red Line train to the South Station MBTA stop. Exit the train station and walk across Atlantic Avenue (towards Summer Street and Federal Street). Follow Summer Street to Lincoln Street.

What is the record date for the meeting?

Our Board of Directors has fixed the record date for the annual meeting as of the close of business on March 15, 2010.2011.

How many votes can be cast by all shareholders?

As of the record date, 496,847,083503,969,402 shares of our common stock were outstanding and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

How do I vote?

If your shares are registered in your name, you may vote in person at the annual meeting or by proxy without attending the meeting. Registered shareholders may also vote electronicallyby telephone or over the Internet by following the instructions included with your proxy card or the notice we mailed to you on April , 2010.6, 2011. In addition, if you received a printed proxy card, you may mark, sign, date, and mail the proxy card you received from managementState Street in the postage-paid return envelope. If you vote by any of the available methods, your shares will be voted at the meeting in accordance with your instructions. If you sign and return the proxy card or vote electronicallyby telephone or over the Internet but do not give anyprovide voting instructions on some or all of the proposals, your shares will be voted by the persons named in the proxy card on all uninstructed proposals in accordance with the recommendations of the Board of Directors given below.

If your shares are held in the name of“street name” by a broker, bank or other nominee, please mark, date, sign, and returnthat person, as the voting instruction form you received fromrecord holder of your shares, is required to vote your shares according to your instructions. Your bank, broker bank or other nominee with this proxy statement. As indicatedwill send you directions on how to vote those shares, which may include the form or other documentation provided by your broker, bank or other nominee, you may haveability to instruct the choicevoting of voting your shares by telephone or over the Internet or by telephone. To do so, follow the instructions on the form you received from your broker, bank or other nominee.Internet.

If your shares are held by a broker, bank or other nominee and you wish to vote in person at the meeting, you must obtain from the record holder, and bring with you, a proxy from the record holder issued in your name. Please note that this proxy from the record holder is in addition to the picture identification and proof of beneficial ownership required for your admission into the meeting.

What are the Board’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

Additionally, if other matters are presented at the annual meeting, the persons named in the proxy card as proxy holders are authorized to vote on the additional matters as they determine.

Who pays the cost for soliciting proxies by State Street?

State Street will pay the cost for the solicitation of proxies by the Board. That solicitation of proxies will be made primarily by mail. State Street has retained Georgeson Inc. to aid in the solicitation of proxies for a fee of $18,500,$19,000, plus expenses. Proxies may also be solicited by employees of State Street and its subsidiaries personally, or by mail, telephone, fax or e-mail, without any remuneration to such employees other than their regular compensation. State Street will reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain authorization for the execution of proxies.

What is householding?

Some banks, brokers and other nominee record holders may be “householding” our proxy statements, annual reports and related materials. “Householding” means that only one copy of these documents may have been sent to multiple shareholders in one household. If you would like to receive your own set of State Street’s proxy statements, annual reports and related materials, or if you share an address with another State Street shareholder and together both of you would like to receive only a single set of these documents, please contact your bank, broker or other nominee.

CanMay I change my vote?

If you are a registered shareholder, you may revoke or change your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date or submitting an electronic proxy as of a later date or by attending the meeting and voting in person. If your shares are held in street name, you must contact your bank, broker or other nominee for instructions abouton changing your vote.

What constitutes a quorum?

A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. A share once represented for any purpose at the annual meeting will be deemed present for determination of a quorum purposes for the entire meeting and for any adjournment of the meeting (unless (1) a shareholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds, and the shareholder does not vote the shares or otherwise consent that they are to be deemed present, or (2) in the case of an adjournment, a new record date is set for that adjourned meeting).

What vote is required to approve each item?

Since thisit is an uncontested election of directors at the annual meeting, a nominee for director will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election (Item 1). If the votes cast “against” the nominee’s election exceed the votes cast “for” the nominee’s election, the nominee will not be elected to the Board of Directors. However, under Massachusetts law, if a nominee that is an incumbent director is not elected to the Board of Directors, that incumbent director will “hold over” in office as a director until his or her successor is elected or until there is a decrease in the number of directors. Under our Corporate Governance Guidelines, in an uncontested election of directors, any director/nominee who does not receive more votes cast “for” his or her election than votes cast “against” his or her election, will submit to the Board a letter of resignation for consideration by the Nominating and Corporate Governance Committee. After consideration, that committee would make a recommendation to the Board on action to be taken regarding the resignation. No such tendered resignation shallwill be deemed effective unless and until it is accepted by action of the Board.

The actions concerning the non-binding advisory proposal on executive compensation (Item 2), approval of the 2011 Senior Executive Annual Incentive Plan (Item 4), ratification of the selection of the independent registered public accounting firm (Item 3),5) and the shareholder proposals (Items 4 and 5)proposal (Item 6) will be approved if the votes cast “for” the action exceed the votes cast “against” the action. The proposal on the frequency of future advisory proposals on executive compensation (Item 3), asks shareholders to indicate their preference for the interval of future advisory votes on executive compensation proposals. Shareholders may choose from the frequency intervals of annual (every year), biennial (every two years), or triennial (every three years) or may abstain on this matter. Although Item 3 is advisory and non-binding in nature, our Board of Directors has decided to adopt the frequency interval that receives the greatest level of support from our shareholders. Items 2, 3 and 6 are non-binding proposals.

How is the vote counted?

Votes cast by proxy or in person at the annual meeting will be counted by the persons appointed by State Street to act as tellers for the meeting.

Under our bylaws, “abstentions,“Abstentions,” “broker non-votes” and “withheld votes” are not counted as votes “for” or “against” a matter or election.with respect to any of the items to be voted on at the annual meeting.

If you hold shares through a broker, bank or other nominee, generally the nominee may vote the shares for you in accordance with your instructions. Stock exchange rules permit a broker to vote shares held in a brokerage account on “routine” proposals if the broker does not receive voting instructions from you. Recent amendments to stock exchange rules and SEC rules, however, prohibit brokers from voting uninstructed shares in the uncontested election of directors which was once considered aand executive compensation matters, including the proposal on the frequency of future advisory proposals on executive compensation. Accordingly, of the matters to be voted on at the 2011 Annual Meeting, the only “routine” voting matter.proposal is the ratification of the selection of the independent registered accounting firm (Item 5).

Could other matters be decided at the meeting?

We do not know of any matters that may be properly presented for action at the meeting other than Items 1 through 5. Should6. Under our Bylaws, the deadline for shareholders to notify us of any proposals or director nominations to be presented for action at the 2011 Annual Meeting has passed. However, should any other business properly come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. Under our by-laws, for nominations or other business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice in writing to the Secretary, and such business must be within the purposes specified in our notice of meeting. To be timely, a shareholder’s notice shall be delivered to the Secretary at our principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. The deadline under our-by-laws for shareholder notices of business or nominations for the 2010 annual meeting is March 21, 2010.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

What are my rights as a participant in the Salary Savings Program?

As part of its employee benefits program, State Street maintains a Salary Savings Program, or SSP. If you participate in the State Street Salary Savings ProgramSSP with company stock in the SSP and have invested part or all of your account in the Employee Stock Ownership Plan fund as of the record date, you may direct the trustee how to vote your allocated share of State Street Corporation common stock held in your Salary Savings ProgramSSP account. You may give the trustee direction throughover the Internet, by telephone or by U.S. mail. If you do not provide timely instructionsdirection to the trustee as to how to vote your allocated share, the trustee will vote your allocated share on the same proportional basis as the shares that are directed by other participants. If a matter arises at the meeting, or such other time as affords no practical means for securing participant direction, the trustee will follow the direction of State Street, unless the trustee determines that doing so would result in a breach of the trustee’s fiduciary duty.

Regardless of what method you use to direct the trustee, the trustee must receive your direction no later than 11:59 p.m. Eastern time on May 17, 2010 for your direction to be followed. Your direction will be held in confidence by the trustee. You may not provide this direction at the annual meeting.

You must direct the trustee in advance of the meeting so that the trustee, the registered owner of all of the shares held in the Salary Savings Program,SSP, can vote in a timely way. Regardless of what method you use to direct the trustee, the trustee must receive your direction no later than 11:59 p.m. Eastern Time on May 16, 2011 for your direction to be counted. Your direction will be held in confidence by the trustee. You may not provide this direction at the annual meeting. You may change your direction to the trustee by timely submitting a new direction.

The last direction the trustee receives by 11:59 p.m. Eastern timeTime on May 17, 2010,16, 2011, will be the only one counted. If your direction by mail is received on the same day as one received electronically, the electronic direction will be followed.

The trustee is providing the annual report and the notice of annual meeting and proxy statement electronically to Salary Savings ProgramSSP participants with investmentscompany stock in the Employee Stock Ownership Plan fundSSP who are active employees and have a company-provided e-mail account and Internet access. Instead of receiving these materials in paper form mailed to your home, you will have on-line access to these materials viaover the Internet, thus expediting the delivery of materials and reducing printing and mailing costs. An e-mail will be sent to all such participants with detailed instructions to access materials and give your direction to the trustee. All other participants will receive their materials in the U.S. mail. If you prefer, you may request that paper copies be sent to you, thereby permitting you to send in your direction by U.S. mail if you prefer that method. All other participants will receive their materials in the mail.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Owners

The table below sets forth the number of shares of common stock of State Street beneficially owned as of the close of business on December 31, 2009,2010 by each person or entity known to State Street to beneficially own more than 5% of the outstanding common stock.

Management

The table below sets forth the number of shares of common stock of State Street beneficially owned as of the close of business on March 5, 20101, 2011 (unless otherwise noted) by (1) each director, (2) the named executive officers for the year ended December 31, 20092010, as identified in the Summary Compensation Table on page 4649 of this proxy statement, and the group consisting of(3) all current directors and executive officers based on information furnished by representatives of each person.as a group. For this purpose, beneficial ownership is determined under the rules of the SEC. As of March 5, 2010,1, 2011, there were 496,842,594504,015,845 shares of State Street common stock outstanding. On March 5, 2010, none1, 2011, neither the current executive officers or directors listed below individually, nor those individuals as a group, owned beneficially as much as 1% of the individuals named in the table below beneficially owned more than 1% of our outstanding shares of common stock. On that date, all of the directors and executive officers as a group beneficially owned approximately 1.05% of our outstanding stock.

ITEM 1 – ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that you vote

FOR

each of the nominees for director

Each director elected at the 20102011 annual meeting will serve until the next annual meeting of shareholders, except as otherwise provided in State Street’s by-laws. The State Street Board of Directors currently consists of 1413 members. Of the 1413 director nominees, 1312 are non-management directors and one is anthe chief executive officer of State Street. 12All of the non-management directors are independent directors, as determined by the Board in its opinion, under the applicable definition in the New York Stock Exchange, or NYSE, listing standards and the State Street Corporate Governance Guidelines. The Chairman of

Pursuant to State Street’s by-laws, on February 24, 2011, the Board a non-management director, formerly served as Chief Executive Officer and as such is not considered independent under the applicable NYSE standards or our Corporate Governance Guidelines.

At a meeting on October 22, 2009 the Board of Directors fixed the number of directors at 14 and appointed Joseph L. Hooley, then State Street’s President and Chief Operating Officer, to become a member of the Board of Directors, effective immediately, and also to begin serving as Chief Executive Officer, effective March 1, 2010, upon the planned retirement of Ronald E. Logue from that office on that date. Mr. Hooley previously served as State Street’s President and Chief Operating Officer.

13. Each of the nominees for election as a director is currently a director. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 1413 nominees listed below as directors. We have no reason to believe that any nominee will be unavailable for election at the annual meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the annual meeting. Information relating to each nominee for election as director is described below, including:

See “Corporate Governance at State Street – Street—Composition of the Board and Director Selection Process” on page 2223 of this proxy statement for a further discussion of the Board’s process and reasons for nominating these candidates.

As the retired Chairman, President and Chief Executive Officer of Cabot Corporation, an NYSE-listed manufacturer of specialty chemicals and performance materials that had over $2.6 billion in sales during its last fiscal year prior to his retirement, Mr. Burnes has significant experience in leading a global organization with facilities and operations in approximately 20 countries and with a focus on developing new products and new businesses based on innovation. Mr. Burnes served as Chairman of Cabot Corporation from 2001 to March 2008, President from 1995 to January 2008 and Chief Executive Officer from 2001 to January 2008. Prior to joining Cabot Corporation in 1987, Mr. Burnes was a partner at the Boston-based law firm of Choate, Hall & Stewart. At that firm, he practiced corporate and business law for nearly 20 years, as a result of which he obtained experience in evaluating complex legal issues and the legal and business issues that arise in the types of material transactions boards of directors are called on to consider, including mergers and acquisitions and financing transactions.

Mr. Burnes has been a member of the Board of Directors of Watts Water Technologies, Inc., an NYSE-listed supplier of products for use in the water quality, water safety, water flow control and water conservation markets, since February 2009.

Mr. Burnes’ community activities include being a member of the Dana Farber Cancer Institute’s Board of Trustees, Chairman of the Board of Visitors and a member of the Board of Trustees of New England Conservatory, Chairman of the Board of Trustees of the Schepens Eye Research Institute and a Memberthe Chairman of the Board of Trustees of the Epiphany School. Mr. Burnes holds both an LL.B. and B.A. degree from Harvard University.

A German citizen, Dr. Coym is the retired head of Lehman Brothers, Inc., in Germany and a former member of Lehman Brothers Bankhaus Management Board and its European Management Group, where he served from 1993 to 2005. Before joining Lehman Brothers, Inc., Dr. Coym was Managing Director and Office Manager of Salomon Brothers AG, and a Managing Director of Salomon Brothers, Inc. from 1986 to 1993. Prior to joining Salomon Brothers, he was a director of Commerzbank. His more than 35 years of experience in investment banking, based primarily in Europe, has, among other things, given Dr. Coym insight into the complexities and trends within and influencing the financial services industry, including its participants, customers and regulators, particularly in a region of strategic importance to State Street, as well as perspective on the factors motivating and affecting major corporate strategic and financing transactions. Dr. Coym has been the Deputy Chairman of the Supervisory Board of Magix AG, an international provider of software, online services and digital content in multimedia communication, since November 2003.

Dr. Coym was a member of the supervisory board of the Deutsche Börse AG from 1994 to 2003. As one of the world’s leading exchange organizations Deutsche Börse Group provides investors, financial institutions and companies access to global capital markets, and Dr. Coym’s role as a member of the supervisory board was to oversee the work of the Executive Board and appoint its members as well as to approve important corporate decisions and company planning. Dr. Coym served as a member of the supervisory board (Börsenrat) of Eurex, the German options and futures exchange from 1994 to 2005, serving as its chairman from 2003 to 2005.

Dr. Coym served as a board member of the Association of Foreign Banks in Germany from 1992 to 2005, serving as chairman of the executive committee from 2001 to June 2005 and he was a member of the German Central Capital Market Committee from 1997 to 2005. Since 2003, Dr. Coym has beenwas a member of the Advisory Council of the German Bundesbank in Frankfurt from 2003 to 2006 and was also a member of the Advisory Council to the German Minister of Finance from 2002 to 2005. Dr. Coym joined the Board in 2006 as part of State Street’s international growth initiatives. Dr. Coym received an undergraduate degree and a Ph.D. in business studies from The University of Hamburg.

As a retired Managing Director and Advisory Director at Morgan Stanley, a global financial advisor to companies, governments and investors, Mr. de Saint-Aignan headed Morgan Stanley’s global fixed-income derivatives business from 1986 to 1991, its debt capital markets activities from 1991 to 1993, its office in Paris from 1993 to 1995 and the firm-wide risk management function from 1995 to 2002. He also held multiple positions at Morgan Stanley from 1974 to 2007, which included responsibilities in corporate finance, capital markets and firm management. This experience gavegives Mr. de Saint-Aignan an appreciation and understanding of risk management, particularly with respect to the implementation of risk evaluation and monitoring programs within a global financial services organization.

Since 2008, Mr. de Saint-Aignan has been a member of the board of directors of Allied World Assurance Company, an NYSE-listed specialty insurance and reinsurance company, for which he is the chairman of the compensation committee and a member of the audit, risk and investment committees. Since 2007, he has also served on the board and as a member of the compensation committee for Forerun Inc., a private healthcare information technology company.

Mr. de Saint-Aignan served, from 2005-2007 as Censeur on the Supervisory Board of IXIS Corporate and Investment Bank. From 2006-2008, he served as a member of the board of directors of Bank of China Limited, for which he also was a member of the Risk Policy Committee and the Personnel and Remuneration Committee. Mr. de Saint-Aignan’s broad, international board and supervisory experience has given him a global view on governance and related matters. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

Since 2007, Ms.2009, Dame Amelia Fawcett has been the non-Executive Chairman of Pensions First LLP, a financial services and systems company, based in London, that provides advice and capital markets solutions for the defined benefits pensions industry. She also is non-Executive Chairman of the Guardian Media Group plc, a privately held diversified multimedia business that includes national and regional newspapers, websites, radio stations and magazines. Between 2007 and 2010, she was non-Executive Chairman of Pensions First LLP, a financial services and systems company, based in London.

Prior to becoming Chairman of Pensions First and a member of the Board of the Guardian Media Group Ms. Fawcettand Pensions First, Dame Amelia held senior roles at Morgan Stanley International Limited in London, a global financial advisor to companies, governments and investors, which she joined in 1987. She was appointed Vice President in 1990, Executive Director in 1992, Managing Director and the Chief Administrative Officer for Morgan Stanley’s European operations in 1996, Vice Chairman and Chief Operating Officer of European operations in 2002 and Senior Advisor in 2006. At Morgan Stanley, Ms. FawcettDame Amelia had oversight of the company’s operational risk functions and infrastructure support, responsibility for development and implementation of the company’s business strategy (including business integration) and corporate affairs. Prior to joining Morgan Stanley, Ms. FawcettDame Amelia was an attorney (in New York and Paris, France) at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law.

From June 2004 to 2009, Ms. FawcettDame Amelia was a member of the Court of Directors of the Bank of England, the non-executive board which is responsible for managing the affairs of the Bank, other than the formulation of monetary policy. In her role at the Bank of England, Ms. FawcettDame Amelia served as Chairman of the Audit Committee. Ms. FawcettDame Amelia was made a Dame Commander of the Order of the British Empire by the Queen in 2010 and was awarded a CBE (Commander of the Order of the British Empire) by the Queen in 2002 for services to the finance industry. In addition, she received His Royal Highness The Prince of Wales’s Ambassador Award in 2004, an award recognizing responsible business activities that have a positive impact on society and the environment.

Ms. FawcettDame Amelia has been Deputy Chairman of the National Portrait Gallery in London since 2002, Chairman of the London International Festival of Theatre since 2002 and a Governor of the London Business School since 2009. Ms. Fawcett2009, a member of the Board of Project Hope (UK) since 2009 and a Fulbright

Commissioner since January of this year. Dame Amelia received a B.A. degree from Wellesley College, a J.D. degree from the University of Virginia and an honorary degree from the American University in London (Richmond). Ms. FawcettDame Amelia holds dual American and British citizenship.

Mr. David P. Gruber is the retired Chairman, Chief Executive Officer and Director of Wyman-Gordon Company, a manufacturer of forging, investment casting and composite airframe structures for the commercial aviation, commercial power and defense industries. Mr. Gruber served as President of Wyman-Gordon from 1991 to 1997, chief operating officer from 1991 to 1994 and chief executive officer from 1994 until his retirement in 1999, giving him broad management experience regarding a large, complicated organization outside the financial services industry. His tenure on State Street’s Board gives him a perspective on the opportunities and challenges presented to the company’s businesses through market cycles and trends and on the company’s operations and strategic direction.

Mr. Gruber has been chairman of the board of directors for Cambridge Semantics Inc., a privately held leading provider of semantic middleware and application development tools since 2009. Mr. Gruber has also been a member of the boards of directors of Stone Panels, Inc., a manufacturing company that produces light weight stone panels that are used on the internal and external surfaces of buildings since 2008, Nanoscale Components, Inc., a privately held company that develops super capacitors since 2008, and Nanocomp Technologies Inc., a privately held developer of energy-saving performance materials and component products from carbon nanotubes since 2009. From 2000 to 2008, he acted as the chairman of the Worcester Polytechnic Institute Mechanical Engineering Advisory Committee. He is a Distinguished Life Member of the Materials Information Society (ASM) and a trustee for the Manufacturers Alliance for Productivity and Innovation. He has a B.S. degree from Ohio State University.

Dr. Linda A. Hill is the Wallace Brett Donham Professor of Business Administration at the Harvard Business School, a position she has held since 1997. Dr. Hill has also been the faculty chair of both the Leadership Initiative and the High Potentials Leadership Program within Harvard Business School. She also served as the faculty chair of the Organizational Behavior unit at Harvard Business School. Since 1994, Dr. Hill has been a member of the board of directors of Cooper Industries, an NYSE-listed diversified global manufacturer of electrical components and tools with 2008 revenues of $6.5 billion. Dr. Hill has served on Cooper Industries’ Management Development and Compensation Committee since 1994. Dr. Hill is the author of several books and articles focusing on the continuing challenges of management and leadership.

Dr. Hill’s community activities include serving on the boards of trustees of Bryn Mawr College, the Boston Children’s Museum, The Bridgespan Group, and The Nelson Mandela Children’s Fund USA. Since 2007, Dr. Hill has been a Diamond Cluster Fellow with Diamond Management & Technology Consultants, Inc., a managementUSA and technology consulting firm.Harvard Business Publishing. Dr. Hill has been on the Advisory Board of the Aspen Institute Business and Society Program, and she has served on the Editorial Board of Leadership Quarterly. Dr. Hill was also a member of the Board of Trustees of The Rockefeller Foundation. She received an A.B. degree in psychology from Bryn Mawr College, an M.A. in educational psychology from the University of Chicago, and a Ph.D. in behavioral sciences from the University of Chicago and completed her post-doctoral research fellowship at the Harvard Business School.

Mr. Joseph L. Hooley is State Street’s Chairman, President and Chief Executive Officer, effective March 1, 2010.Officer. Mr. Hooley joined State Street in 1986 and has served as PresidentChairman since January 2011, Chief Executive Officer since March 2010 and Chief Operating OfficerPresident since April 2008. After leading State Street’s U.S. Mutual Fund sales organization, Mr. Hooley joined State Street’s shareholder servicing joint venture with Kansas City-based DST systems. From 1988 to 1990, he served as president and chief executive officer of National Financial Data Services and was president and chief executive officer of Boston Financial Data Services, or BFDS, from 1990 to 2000. He has served as a director of

BFDS since 1992. From 2002 to April 2008, Mr. Hooley served as Executive Vice President and head of Investor Services and, in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading and Operations and Technology. In his various roles within State Street, Mr. Hooley has been responsible for all of State Street’s asset servicing and trading activities worldwide and has served on, and now chairs, the company’s Operating Group,Management Committee, the most senior policy-making officers, giving him a detailed perspective and core understanding of the company’s full range of services and involving him deeply in the company’s key operations, strategic initiatives and customerclient relationships globally.

Mr. Hooley has been a directorrepresents the Federal Reserve Bank of Boston as First District member of the Federal Advisory Council and is a member of the Financial Data Services since 1992,Forum in Washington, DC. He also has been a director of Boys and Girls Clubs of Boston since 2002 and a director of the President’s Council of the Massachusetts General Hospital since 2009. Since 2007 he has been chairman of the Boston College Center for Asset Management, and since 2006 he has been a member of The Boston Club’s Corporate Advisory Board, which is focused on identifying and recommending qualified women candidates for openings on corporate boards. He received his B.S. degree from Boston College.

ROBERT S. KAPLAN

Age 52,53, Director since 2009

A Professor of Management Practice at Harvard Business School since 2005, Mr. Kaplan also is an advisory director to Berkshire Partners LLC, a private equity firm which he joined in 2009. Mr. Kaplan was acting president and chief executive officer at Harvard Management Company, which manages Harvard University’s endowment and related financial assets for fiscal year 2007 and also served as an interim chief executive officer from November 2007 to June 2008. Previously, Mr. Kaplan was a Senior Director at the Goldman Sachs Group, which he joined in 1983. During his service at Goldman Sachs, Mr. Kaplan had a broad range of responsibilities, providing him with a regionally diverse and practical knowledge of financial, operational and regulatory issues within the financial services industry. At Goldman Sachs, Mr. Kaplan served as vice chairman from 2002 to 2006, with oversight responsibility for the Investment Banking and Investment Management Divisions, and as a member of the firm’s Management Committee from 2002 to 2006. He served as the global co-head of the Investment Banking Division from 1999 through 2002 and was the co-chief operating officer at Global Investment Banking from 1998 to 1999. Mr. Kaplan became the head of the Americas Corporate Finance Department in 1994 and the co-head of Asia-Pacific Investment Banking from 1990 through 1993. Mr. Kaplan was also a member of the board of directors of Bed, Bath and& Beyond, Inc., an NYSE-listeda NASDAQ-listed retailer, from 2004 until 2009.

Mr. Kaplan is actively involved in community activities, acting since 2000 as co-chairman of the board of Project A.L.S., a not-for-profit dedicated to neurodegenerative disease research, and as co-chairman since 1998 of the board of the Teak Fellowship, a not-for-profit which provides academic support to low-income students from New York City. Mr. Kaplan has also served as co-chair of the executive committee for Harvard University Office of Sustainability Greenhouse Gas Emission Implementation Planning.Planning and co-chair of Draper, Richards and Kaplan, a global venture philanthropy firm. Since 2008 he has been a trustee of the Ford Foundation, and of the Jewish Theological Seminary since 2004.

In 2006, Mr. Kaplan was appointed by the Governor of Kansas as a member of the Kansas Healthcare Policy Authority Board. He has been a member of the Investors Advisory Committee on Financial Markets of the Federal Reserve Bank of New York. Mr. Kaplan received his B.S. from the University of Kansas, and an M.B.A. from Harvard University and also was previously employed as a Certified Public Accountant for Peat Marwick Mitchell & Co.

Dr. Charles R. LaMantia retired in July of 1999 as Chairman and Chief Executive Officer of Arthur D. Little, Inc., a worldwide professional service company with activities in management consulting, technology and product development, and environmental, health and safety. He served as president and chief operating officer of

Arthur D. Little, Inc. from 1986 to 1988 and served as president and chief executive officer from 1988 to 1998. He initially joined Arthur D. Little in 1967. From 1981 to 1986, Dr. LaMantia served as president and chief executive officer of Koch Process Systems Inc., an integrated engineering and manufacturing company owned by Koch Industries, Inc. Dr. LaMantia has served on State Street’s board for seventeen18 years, giving him insight into the company’s development and of its operations and business model over an extended period, along with perspective on the significance of new developments. Dr. LaMantia has authored more than 40 papers and articles and is the co-inventor of three U.S patents. Since November 2004, Dr. LaMantia has served on the board of directors of NeuroMetrix, Inc., a NASDAQ listedNASDAQ-listed science focused medical device company that advances patient care through the development and marketing of innovative medical devices. Dr. LaMantia served as an officer in the United States Navy.

Dr. LaMantia’s community involvement has included serving on the advisory board of the Carroll School of Management of Boston College. He has also served on boards of several not-for-profit organizations including New England Medical Center and the Boston Public Library Foundation, as well as working on the advisory boards of WGBH, the Museum of Science, Columbia Engineering and the Woods Hole Oceanographic Institute. Dr. LaMantia received B.A., B.S., M.S., and Sc.D. degrees from Columbia University and attended the Advanced Management Program at Harvard Business School. He was a Sloan Foundation Fellow, a National Science Foundation Fellow, and is a member of Phi Beta Kappa and Tau Beta Pi.

RONALD E. LOGUE

Age 64, Director since 2000

Mr. Logue retired from his role as Chief Executive Officer of State Street, effective March 1, 2010, and currently serves as the non-executive Chairman of the Board of State Street. He was appointed to the role of Chairman and Chief Executive Officer in June 2004. This role entailed responsibilities over all aspects of State Street’s business, governance, operations, financial matters, strategy, regulatory matters and employees. Mr. Logue joined State Street in 1990 as Senior Vice President and head of investment servicing for U.S. mutual funds. He was elected Vice Chairman in 1999, Chief Operating Officer in 2000 and President in 2001. As President and Chief Operating Officer, he was responsible for overseeing State Street’s investment servicing, securities finance and investment research and trading activities, as well as information technology.

Mr. Logue, a native of Boston, is an active member of the community. Since 2001, he has been a director of the Metropolitan Boston Housing Partnership, a nonprofit, low-income housing organization. Since 2007, he has been a director of the Institute of Contemporary Art, and since 2006 he has been a director of the United Way of Massachusetts Bay. Since 2006, he has also served as a member of the board of overseers of the Museum of Fine Arts, Boston. He received his B.S. and M.B.A. degrees from Boston College.

Mr. Sergel served as President and Chief Executive Officer of the North American Electric Reliability Corporation (NERC), a self-regulatory organization for the bulk electricity system in North America from 2005 through his retirement from that position in 2009. Prior to joining NERC, he spent twenty five years with the New England Electric System, aan NYSE-listed electric utility (and its successor company, National Grid USA) serving as President and Chief Executive Officer from 1998 to 2004. Mr. Sergel is a director of Emera, Inc., a Nova Scotia based energy and services corporation.

Mr. Sergel’s community activities included his service on the board of directors for Jobs for Massachusetts, the Greater Boston Chamber of Commerce, the board of trustees of the Merrimack Valley United Way, Chairman of the Consortium for Energy Efficiency, audit committee service for the Town of Wellesley, Massachusetts and trustee of the Worcester Art Museum.

Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University, and an M.B.A. from the University of Miami. He served in the United States Air Force reserve from 1973 to 1979.

Ronald L. Skates currently is a private investor. He served as Chief Executive Officer and President of Data General Corp., which manufactured multi-user computer systems such as minicomputers, workstations, servers and storage devices from November 1989 until October 1999 when EMC Corporation acquired the company. For Data General, he was Senior Vice President of Finance and Administration from November 1986 to August 1988, Executive Vice President and Chief Operating Officer from August 1988 to November 1989 and Chief Financial Officer from November 1986 to August 1987. He began his career at PricewaterhouseCoopersPriceWaterhouse & Co. as a Certified Public Accountant and served as an Audit Partner from July 1976 to November 1986. Since 2003, Mr. Skates has been a director at Raytheon Company, an NYSE-listed developer of technological products specializing in defense, homeland security and other government markets throughout the world. On the Raytheon board of directors, Mr. Skates serves as chairman of the audit committee, member of the executive committee, the compensation committee and a member of the governance and nominatingpublic affairs committee. Since 2003, he has been a director of Courier Corporation, an NASDAQ-listed full-service book manufacturer and specialty publisher, and he currently serves as the chairpersonchairman of the audit and finance committee, member of the compensation and management development committee and a member of the nominating and corporate governance committee. Since 2002 he has also been a

director of Gilbane, Inc. a privately held, family owned construction and real-estate company.company and a member of the nominating and compensation committee. These positions offer him a broad exposure to addressing governance matters in a diversity of industries. From 2000 to 2005, he served as a director of Cabot Microelectronics Corp., an NYSE-listed supplier of sophisticated

polishing compounds and a provider of polishing pads which serve as components for modern electronics. During his tenure at Cabot Microelectronics Corp., Mr. Skates was the chairman of the compensation committee from 2001-2005 and a member of the nominating and corporate governance committee from 2001 to 2005.

Mr. Skates is a trustee emeritus of The Massachusetts General Hospital and a trustee of the Massachusetts General Physicians Organization. He holds B.A. (cum laude) and M.B.A. degrees from Harvard University.

Mr. Gregory L. Summe is the Vice Chairman of Global Buyout for The Carlyle Group, a leading private equityalternative asset management firm. Prior to joining The Carlyle Group in 2009, Mr. Summe was a senior advisor at Goldman Sachs Capital Partners, a private equity business affiliated with Goldman Sachs, from 2008 to 2009. Mr. Summe is the former Chairman and Chief Executive Officer of PerkinElmer, Inc., an NYSE-listed global health science company. He served as President of PerkinElmer from 1998-2007 as Chief Executive Officer from 1999-2008 and as Chairman from 1999-2009. He also served as a senior advisor to Goldman Sachs Capital Partners from 2008-2009. During his tenure at PerkinElmer, Mr. Summe was responsible for changing the business from a diversified defense contractor to a global technology leader in health sciences. Prior to PerkinElmer, Mr. Summe served at AlliedSignal (now Honeywell International) from 1993 to 1998, successively as the President of General Aviation Avionics, President of Aerospace Engines, and the President of the Automotive Products Group. From 1992 to 1993, Mr. Summe was the general manager of commercial motors at General Electric and an associate and then partner at McKinsey & Co., a management consulting firm, from 1983 to 1992.

Mr. Summe currently serves as the Lead Director of State Street and is a director of Automatic Data Processing (ADP), Inc. Heand is also active in a variety of charitable and educational community activities. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He has published a number of articles in the Harvard Business Review, Electronic Business, and various technical journals and is in the Engineering Hall of Distinction at the University of Kentucky.

Mr. Weissman is State Street’s longest serving director, and he provides a mature confidence and global vision of businesses, including the evolving roles and responsibilities of directors. Since 2001, Mr. Weissman has served as a director of Pitney Bowes Inc., an NYSE-listed provider of mail equipment, where he has served on the audit, governance and compensation committees. Additionally, Mr. Weissman has been a director at NYSE-listedan NASDAQ-listed advisory firm, Information Services Group, Inc., since 2006, where he has served on the compensation, governance and audit committees. Since 2001, Mr. Weissman has also been a director at NYSE-listed Cognizant Technology Solutions Corporation, a leading provider of information technology, consulting and business-process outsourcing, devoting his time to the compensation and governance committees. Mr. Weissman has been the chairman of Shelburne Investments, a private investment company that works with emerging companies in the United States and Europe, since 2001. Mr. Weissman served as the chairman and chief executive officer of IMS Health Incorporated, an NYSE-listed leading provider of information to the pharmaceutical and healthcare industries, from 1997 to 2000. From 1996 to 1997, he was chairman and chief executive officer of Cognizant Corporation, the former parent company of IMS Health Inc. Mr. Weissman was chairman and chief executive officer of The Dun & Bradstreet Corp. from 1994 to 1996 and president and chief operating officer from 1985 to 1994.

Mr. Weissman’s community activities include acting as the vice chairman of the board of trustees of Babson College. Mr. Weissman received a degree in Business Administration and an honorary Doctor of Laws degree from Babson College.

ITEM 2 – NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 2 on your proxy card)

The Board of Directors recommends that shareholders approve the non-binding advisory proposal on executive compensation describedset forth below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of the advisory proposal. This is the third consecutive year that our shareholders have had the opportunity to vote on an advisory proposal on executive compensation. In each of the past two years, the “say-on-pay” vote was approved by a significant majority of the votes cast.

State Street maintains an executive compensation program with the goals of attracting, retaining and motivating superior executives and rewarding them for meeting State Street’s short-term and longer-term financial and strategic goals, and driving corporate financial performance and stability, in a manner aligned with appropriate risk management principles. The program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our shareholders.shareholders through, among other things, the application of deferral periods to a significant amount of both cash and equity-based elements and the integration of performance-based metrics. The overall program is described in this proxy statement under the heading “Executive Compensation” beginning on page 30 of this proxy statement and specifically in the “Compensation Discussion and Analysis” section.section beginning on page 36 of this proxy statement. In addition, as part of its annual process for its 2008 incentivedetermining executive compensation, process, we initiatedthe Executive Compensation Committee, in addition to other actions undertaken by management, receives: regular updates on regulatory and governmental actions and initiatives concerning compensation and related risk and governance considerations; a specific risk review ofpresentation by senior officers, including our incentive compensation practices for our senior executive officers. For our 2009 incentive compensation process, we have expanded this review to include an evaluation of our general compensation programs in light of issued and proposed regulatory guidance onChief Risk Officer, concerning the alignment of incentiveour compensation programs with risk considerations; and risk management. This review isthe recommendations of our Risk and Capital Committee regarding factors to be considered in compensation decisions. These activities are described in this proxy statement under the heading “Executive Compensation – Alignment of Incentive Compensation and Risk.”

At our 2009 annual meetingRisk” beginning of shareholders, held May 20, 2009, we proposed a non-binding advisory shareholder vote on executive compensation. Our shareholders voted to approve that proposal. At the time, we were participating, at the invitationpage 35 of the U.S. Department of the Treasury, as one of the first nine banks to lead the U.S. Treasury’s TARP Capital Purchase Program. Under the provisions of that program, designed to encourage U.S. financial institutions to build capital to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy, we were required to include a non-binding advisory shareholder vote on executive compensation in ourthis proxy statement for approval by our shareholders at the annual meeting. In June 2009, we repaid the U.S. Treasury’s TARP Capital Purchase Program investment in full and in early July 2009 concluded our participation in that program in full by repurchasing the common stock purchase warrant we issued to the U.S. Treasury in connection with its investment. We are therefore no longer required to propose to our shareholders a non-binding advisory shareholder vote on executive compensation at our annual shareholder meeting. However, our Board of Directors and Executive Compensation Committee nonetheless have determined, in light of the proposal voted upon at the 2009 annual meeting of shareholders and evolving developments in corporate governance, to include such a proposal again at our 2010 annual meeting of shareholders.statement.

The advisory vote is non-binding. In addition,Neither the outcome of this advisory vote may not be construed as overrulingnor of the advisory vote included in Item 3 overrules any decision by State Street or the Board.Board of Directors (or any of its committees), creates or implies any change to the fiduciary duties of State Street or the Board of Directors (or any of its committees), or creates or implies any additional fiduciary duties for State Street or the Board of Directors (or any of its committees). Although non-binding, the Executive Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The text of the voteproposal presented for your approval is as follows:

ITEM 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Board of Directors unanimously recommends that you vote for an

ANNUAL

advisory vote on executive compensation

(Item 3 on your proxy card)

The Board of Directors recommends that shareholders vote to conduct an advisory vote on executive compensation every year (on an annual basis) as described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for an ANNUAL frequency of future advisory votes on executive compensation.

Section 14A of the Exchange Act, which is a new section recently added by the requirements prescribed under the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires that all public companies include a non-binding advisory vote on executive compensation matters at least once every three years and that at least every six years shareholders be given the opportunity to vote regarding how often the advisory vote on executive compensation should be held. Shareholders may choose from the frequency intervals of annual (every year), biennial (every two years), or triennial (every three years) or may abstain on this matter. In each of the past three years, including this annual meeting, State Street’s shareholders have had the opportunity to act on a non-binding executive compensation vote such as that contemplated by the Dodd-Frank Act. See “Item 2—Advisory Proposal on Executive Compensation” on page 14 of this proxy statement.

State Street’s Board believes that holding an advisory vote on executive compensation every year is appropriate and in the best interests of shareholders at this time, although in the future, with additional experience, the Board may recommend a different frequency. The annual frequency of this vote at this time is consistent with our approach for, and disclosure of, executive compensation matters and also maximizes a shareholder’s opportunity to evaluate and assess executive compensation decisions.

The advisory vote is non-binding. Although non-binding, the Executive Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

The text of the proposal presented for your vote is as follows:

ITEM 4 – APPROVAL OF 2011 SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 4 on your proxy card)

The Executive Compensation Committee and the Board of Directors have approved and recommend for shareholder approval, the 2011 Senior Executive Annual Incentive Plan, or SEAIP, including the business criteria on which the performance goals are to be based. The SEAIP provides additional incentive to senior executives to

achieve targeted levels of corporate financial and strategic performance. The SEAIP is intended as a successor plan to the 2006 Restated Senior Executive Annual Incentive Plan previously approved by the shareholders in April 2006, which we refer to as the 2006 Plan. If approved, the provisions of the SEAIP would be in effect for awards beginning in 2012. If the SEAIP is not approved, no payments will be made under the SEAIP.

The SEAIP is being submitted for shareholder approval to preserve the tax deductibility of awards to senior executives under Section 162(m) of the Internal Revenue Code. Section 162(m) limits to $1 million per year the deductibility of compensation to the Chief Executive Officer and the next three most highly compensated executive officers other than the Chief Financial Officer. This limit does not apply to compensation defined in Section 162(m) as “qualified performance-based compensation.” In order for awards under the SEAIP to constitute “qualified performance-based compensation,” shareholders must approve the material terms of the SEAIP every five years. The material terms of the 2006 Plan were previously approved by shareholders in 2006. In order for awards under the SEAIP to be eligible to qualify as “qualified performance based compensation,” shareholders are now being asked to approve the material terms of the SEAIP, including the business criteria on which the performance goals may be based and the maximum amount of awards payable to any participant for any year under the SEAIP. Approval by shareholders of the SEAIP and certification by the Executive Compensation Committee that targeted performance has been achieved are each a condition to the rights of senior executives to receive any benefits under the SEAIP.

The following is a brief description of the SEAIP. The complete text of the SEAIP is included asAppendix A to this proxy statement.

Eligible Participants

The chief executive officer and other key executives designated by the Executive Compensation Committee may participate in the SEAIP. To receive an award with respect to a calendar year, unless the Committee determines otherwise, a participant must be an employee of State Street, or one of its subsidiaries, on December 31 of that year. Even if a participant is employed on December 31 of the performance year, the Committee may cause the participant’s award, if any, to be forfeited if the participant ceases to be employed prior to the date awards are paid. State Street has 12 executives who are currently eligible to participate in the 2006 Plan and who would be eligible to participate in the SEAIP if it were now in effect.

Performance Goals

Performance goals with respect to an award must be pre-established by the Executive Compensation Committee not later than 90 days after the beginning of the performance year, or any other time as required by Section 162(m).

Corporate achievement of objectively determinable performance goals established by the Committee determines whether, and the extent to which, a participant earns his or her award. The goals are 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 stockholder return, revenue, market share, quality/service, organizational development, strategic initiatives, risk control, operating leverage or expense. The goals may be determined under U.S. generally accepted accounting principles (GAAP) or on a non-GAAP basis.

No payments under a SEAIP award will be made unless the performance goals are met or exceeded. The Committee may provide, not later than the deadline for establishing performance goals, for objectively determinable adjustments to reflect events (for example, but without limitation, acquisitions, dispositions, joint ventures or restructurings, expenses associated with acquisitions, dispositions, joint ventures or restructurings, amortization of purchased intangibles associated with acquisitions, impact (dilution and expenses) of securities issuances (debt or equity) to finance, or in contemplation of, acquisitions or ventures, merger and integration

expenses, changes in accounting principles or interpretations, changes in tax law or financial regulatory law, impairment charges, fluctuations in foreign currency exchange rates, charges for restructuring or rationalization programs (e.g., cost of workforce reductions, facilities or lease abandonments, asset impairments), one-time insurance claims payments, extraordinary and/or non-recurring items, litigation, or tax rate changes) occurring during the year that affect the applicable performance measure. In addition, performance measures determined on a per-share basis will automatically be adjusted to reflect stock splits, reverse stock splits, stock dividends and similar changes to capitalization.

Awards

The Executive Compensation Committee may provide for varying levels of payment under an award depending on whether performance goals have been met or exceeded and may reduce, including to zero, amounts otherwise payable under an award. No more than $10,000,000 will be payable under an award to any one individual for any award year, the same limit as was set under the 2006 Plan. All payments will be made in cash, except that the Committee may provide that a portion of the payment be made in State Street common stock issued pursuant to State Street’s equity incentive plan. Stock awards so granted will be governed by the equity incentive plan and, accordingly, will become vested or exercisable, to the extent not already vested, if there is a “change in control” event as defined in the equity incentive plan.

A participant may elect to have all or a portion of an award deferred under deferral rules established by the Committee and consistent with Internal Revenue Code Section 409A. In addition, the Committee may provide that payment of all or a portion of an award payable in cash will be deferred under State Street’s supplemental cash incentive plan, consistent with Internal Revenue Code Section 409A. Cash awards so deferred will be governed by the supplemental cash incentive plan and, accordingly, will become vested, to the extent not already vested, if there is a “change in control” event as defined in supplemental cash incentive plan.

All awards will be made only after certification by the Committee that the performance goals have been achieved.

Administration

The Executive Compensation Committee has complete discretion to construe and administer the SEAIP and to determine eligibility to participate, the performance goals, achievement of the performance goals, the amount of payment to be made under an award and to do everything else necessary to carry out the SEAIP.

Amendment and Termination

The Executive Compensation Committee may at any time amend the SEAIP or the awards under the SEAIP. The Committee may terminate the SEAIP at any time.

Plan Benefits

The following individuals have been designated as participants for 2011 in the 2006 Plan.

The awards that would be payable in the future under the SEAIP cannot be determined because the payment of such awards would be contingent upon attainment of the pre-established performance goals and the actual award

may reflect exercise of the Executive Compensation Committee’s discretion to reduce the award otherwise payable upon achievement of the performance goals. For a description of and amounts paid for 2010 under the 2006 Plan to our current named executive officers, see the “Annual Incentive Awards” columns of the table in the “Determination of 2010 Compensation” section on page 43 of this proxy statement and the Summary Compensation Table on page 49 of this proxy statement.

Securities Authorized for Issuance Under Equity Compensation Plans

Our equity incentive plan presently in effect for use in awarding compensation to our employees, including those of our employees presently participating in the 2006 Plan, was approved by our shareholders in 2009. The following table sets forth the number of outstanding common stock awards, options, warrants and rights granted by State Street to participants in our equity compensation plans, as well as the number of securities available for future issuance under these plans, as of December 31, 2010. The table provides this information separately for equity compensation plans that have and have not been approved by shareholders.

Individual directors who are not our employees have received stock awards and cash retainers, both of which may be deferred. Directors may elect to receive shares of our common stock in place of cash. If payment is in the form of common stock, the number of shares is determined by dividing the approved cash amount by the closing price on the date of the annual shareholders’ meeting. All deferred shares, whether stock awards or common stock received in place of cash retainers, are increased to reflect dividends paid on the common stock and, for certain directors, may include share amounts in respect of an accrual under a terminated retirement plan. Directors may elect to defer 50% or 100% of cash or stock awards until a date that they specify, usually after termination of service on the Board. The deferral may also be paid in either a lump sum or in installments over a two- to ten-year period. Stock awards totaling 193,316 shares of common stock were outstanding at December 31, 2010; awards made through June 30, 2003, totaling 44,000 shares outstanding at December 31, 2010, have not been approved by shareholders. There are no other equity compensation plans under which our equity securities are authorized for issuance that have been adopted without shareholder approval. Awards of stock made or retainer shares paid to individual directors after June 30, 2003 have been or will be made under our 1997 or 2006 Equity Incentive Plan, both of which were approved by shareholders.

ITEM 5 – RATIFICATION OF THE SELECTION

OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 35 on your proxy card)

The Board of Directors recommends that shareholders approve the ratification of the selection of the independent registered public accounting firm described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of the proposal.

The Examining and Audit Committee has appointed Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2010.2011. Ernst & Young LLP has acted as our independent auditor since 1972. We have been advised by Ernst & Young LLP that it is a registered public accounting firm with the Public Company Accounting Oversight Board (United States) and complies with the auditing, quality control and independence standards and rules of that Board and the SEC.

We expect that representatives of Ernst & Young LLP will be present at the annual meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire.

While shareholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required, the Board of Directors is submitting the selection of Ernst & Young LLP to the shareholders for ratification to learn the opinion of shareholders on the selection. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2010.2011. Should the selection of Ernst & Young LLP not be ratified by the shareholders, the Examining and Audit Committee will reconsider the matter. Even in the event the selection of Ernst & Young LLP is ratified, the Examining and Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if in its view such a change is in the best interests of State Street and its shareholders.

ITEM 46 – SHAREHOLDER PROPOSAL RELATING TO THE SEPARATIONDISCLOSURE OF THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

CERTAIN POLITICAL CONTRIBUTIONS

The Board of Directors unanimously recommends that you vote

AGAINST

this proposal (Item 46 on your proxy card)

The Board of Directors recommends that shareholders vote against the shareholder proposal described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted against the shareholder proposal.

WaldenTrillium Asset Management Corporation, of One Beacon Street,711 Atlantic Avenue, Boston, Massachusetts 02108,02111, on behalf of their client JS Weisfeld, the beneficial owner of approximately 73,325 sharesmore than $2,000 of State Street’s common stock entitled to be voted on the proposal at the meeting, and co-proponent, Benedictine SistersFirst Affirmative Financial Network, LLC, of Mount St. Scholastica, of 801 S. 8^th Street, Atchison, Kansas 66008,5475 Mark Dabling Blvd., Suite 108, Colorado Springs, CO 80918, the beneficial owner of approximately 3076,000 shares of State Street’sStreet common stock entitled to be voted on the proposal at the meeting, have submitted the proposal as set forth below for inclusion in the proxy statement. The Board of Directors disclaims any responsibility for the content of the proposal and the supporting statement. The text of the proposal and supporting statement, as furnished to us by the co-proponents, are as follows:

Separate Chair and CEO

State StreetPolitical Contributions Report

RESOLVEDResolved: The shareholders request, that the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require the Chair of the board of directors to be an independent member of the Board. This policy should be phased in for the next CEO transition.

Supporting Statement:

We believe:

Numerous institutional investors recommend separation. For example, California’s Retirement System CalPERS’ Principles & Guidelines encourage separation, even with a lead director in place.

In 2009, Yale University’s Millstein Center for Corporate Governance and Performance published a Policy Briefing paper “Chairing the Board,” arguing the case for a separate, independent Board Chair.

The report was prepared in conjunction with the “Chairmen’s Forum” composed of a group of Directors. “A separate CEO and Chairman should improve corporate performance and lead to more competitive compensation practices,” said Gary Wilson, former Chair at Northwest Airlines, a Yahoo Director and a member of the Forum.

The report stated that chairing and overseeing the board is a time sensitive responsibility and that a separate Chair leaves the CEO free to manage the company and build effective business strategies.

An independent Chair also avoids conflicts of interest and improves oversight of risk. Any conflict in this role is reduced by clearly spelling out the different responsibilities of the Chair and CEO.

Many companies have independent Chairs; by 2008 close to 39% of the S&P 500 companies had boards that were not chaired by their chief executive. An independent Chair is the prevailing practice in the United Kingdom and many international markets.

Shareholder resolutions urging separation of CEO and Chair averaged 36.7% support in 2009 at 30 companies, an indication of strong and growing investor support.

Companies are recognizing increasingly that separating the Chair of the Board and Chief Executive Officer (CEO) is a sound corporate governance practice. An independent Chair and vigorous Board can improve focus on important ethical and governance matters, strengthen accountability to shareowners and help forge long-term business strategies that best serve the interests of shareholders consumers and the company.

We urge a vote FOR this resolution. An independent Chair can enhance investor confidence in our Company and strengthen the integrity of the Board.

In consideration of the potential disruption of an immediate change, we are not seeking to replace our present CEO as Chair. To foster a simple transition, we are requesting that this policy be phased in and implemented when the next CEO is chosen in the future. When a Board declares their support for this future governance reform, the Board and prospective CEO both will be aware of this change in expectation.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board believes that this proposal would unwisely reduce the flexibility of the Board to select the leadership structure that best suits State Street at any given time.

An inflexible, formal policy that always required an independent director to serve as Chairman would impair the Board’s ability to select the most effective Board leadership structure for the company during the relevant period. Currently, in making decisions about the Chairman’s identity and role, the Board considers, among other things, the overall composition of the Board, the identity and role of our Lead Director, our corporate governance, risk oversight and management practices and our overall leadership team.

As a result of a thoughtful weighing of these factors, the Board selects different leadership structures at different times. For example, the Board recently decided to separate the roles of Chairman and Chief Executive Officer. In 2009, Ronald E. Logue announced his retirement as CEO effective March 1, 2010. Following his retirement, Mr. Logue is serving as non-executive Chairman, and our recently elected Chief Executive Officer, Joseph L. Hooley, has joined our Board as a member. Gregory L. Summe continues to serve as Lead Director. The Board believes it is in shareholders’ best interest for the Board to remain able to make thoughtful decisions about board leadership structure from time to time in the future based on its evaluation of the relevant factors.

This flexibility works well for State Street, in light of our strong corporate governance structure that already provides effective independent oversight of State Street management:

The Nominating and Corporate Governance Committee has carefully reviewed and discussed the Millstein Center policy briefing paper cited by the proponent. The Nominating and Corporate Governance Committee is also aware of recent empirical research suggesting that companies forced to adopt “one size fits all” separate board chair proposals may suffer declines in shareholder value. The Nominating and Corporate Governance Committee and the Board believes it should continue to select a leadership structure in a way that is tailored to the needs of State Street, which may include from time to time combining the roles of CEO and Chairman to take advantage of the benefits a single corporate leader may provide. This proxy statement includes disclosure about the appropriateness of State Street’s Board leadership structure for State Street; see pages 23-24. The proposed policy would impose an unnecessary and potentially harmful restriction on the Board that is not in the best interests of shareholders.

Therefore, the Board of Directors unanimously recommends that you vote AGAINST this shareholder proposal (Item 4 on your proxy card).

ITEM 5 – SHAREHOLDER PROPOSAL RELATING TO A REVIEW OF PAY DISPARITY

The Board of Directors unanimously recommends that you vote

AGAINST

this proposal (Item 5 on your proxy card)

The Board of Directors recommends that shareholders vote against the shareholder proposal described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted against the shareholder proposal.

The Unitarian Universalist Associate of Congregations, of 25 Beacon Street, Boston, Massachusetts 02108, the beneficial owner of approximately 669 shares of State Street’s common stock entitled to be voted on the proposal at the meeting, has submitted the proposal set forth below for inclusion in the proxy statement. The text of the proposal and supporting statement, as furnished to us by the proponent are as follows:

WHEREAS:Recent events have increased concerns about the extraordinarily high levels of executive compensation at many U.S. corporations. Concerns about the structure of executive compensation packages have also intensified, with some suggesting that the compensation system incentivized excessive risk-taking.

In a Forbes article on Wall Street pay, the director of the Program on Corporate Governance at Harvard Law School noted that, “compensation policies will prove to be quite costly – excessively costly- to shareholders.” Another study by Glass Lewis & Co. declared that compensation packages for the most highly paid U.S. executives “have been so over-the-top that they have skewed the standards for what’s reasonable.” That study also found that CEO pay may be high even when performance is mediocre or dismal.

In 2008, Federal Appeals Court Judge Richard Posner stated that, “executive pay is out of control and the marketplace cannot be trusted to rein it in.” Legislative attempts to address executive compensation include the Excessive Pay Shareholder Approval Act, which mandates that no employee’s compensation may exceed 100 times the average compensation paid to all employees of a given company unless at least 60% of shareholders vote to approve such compensation.

A 2008 piece in BusinessWeek revealed that, “Chief executive officers at companies in the Standard & Poor’s 500-stock index earned more than $4,000 an hour each [in 2007].” It also noted that an S&P 500 CEO had to work, on average, approximately 3 hours in 2007 “to earn what a minimum wage worker earned for the full year.”

A September 2007 study of Fortune 500 firms showed that top executives’ pay averaged $10.8 million the previous year, or more than 364 times the pay of the average U.S. worker. Another study by the Economic Policy Institute found that between 1989 and 2007, average CEO pay rose by 163% while the wages of the average worker in the United States rose by only 10%.

RESOLVED: Shareholders request the Board’s Compensation Committee initiate a review of our company’s executive compensation policies and make available, upon request, a summary report of that review by October 1, 2010 (omitting confidential information and processed at a reasonable cost). We(“Company”) hereby request that the Company provide a report, include –updated semi-annually, disclosing the Company’s:

4.b.

An explanationThe title(s) of whether sizable layoffsthe person(s) in the Company who participated in making the decisions to make the political contribution or the level of pay of our lowest paid workers should result in an adjustment of senior executive pay to “more reasonable and justifiable levels” and whether Goldman Sachs [sic] should monitor this comparison going forward.expenditures.

The report shall be presented to the board of directors’ audit committee or other relevant oversight committee and posted on the company’s website.

Supporting Statement

As long-term shareholders of State Street, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political parties, or political organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

Disclosure is consistent with public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’sCitizens United decision recognized the importance of political spending disclosure for shareholders when it said “Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

State Street contributed at least $160,600 in corporate funds since the 2002 election cycle.

However, relying on publicly available data does not provide a complete picture of the Company’s political expenditures. For example the Company’s payments to trade associations used for political activities are undisclosed and unknown. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax-exempt organizations for political purposes. This would bring our Company in line with a growing number of leading companies including Prudential, US Bancorp and Capital One that support political disclosure and accountability and present this information on their websites.

This past year the Company reviewed its policies and we commend them for seriously considering these issues. However, the Company has not changed its policies and its Board and shareholders still need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board believes that preparing a special report on pay differentialsadditional political contribution disclosure reports is unnecessary, would not be an effective use of State Street’s resources and would not be in the best interests of our shareholders.

Our proxy statement provides more meaningful information for shareholders about

State Street, in recent years, has rarely made corporate political contributions, but circumstances may arise where such contributions, where legally permissible, may be in State Street’s interests and the compensation paid to our executives than the analysis requested by this proposal. The proxy statement includes a detailed discussioninterests of our compensation goalsshareholders, our community and methods. As describedother stakeholders. The law prohibits company funds from being used for political contributions at the federal level, and many States prohibit corporate contributions at the state or local levels as well. In the remaining States that allow corporate contributions, contributions are regulated and must be publicly disclosed under applicable law. In many States, information regarding corporate contributions is publicly available in easily accessible online databases. Moreover, other so-called 527 political organizations or trade organizations that are not subject to federal or State election laws are required to publicly disclose to the heading “Executive Compensation,”IRS the Executive Compensation Committee has direct responsibility for executive officer compensation plans,contributions they receive. The IRS in turn makes those disclosures available on its website.

State Street’s political contributions are also governed by internal policies, including State Street’s Standard of Conduct (available on our website at www.statestreet.com) and programs atits internal Political Activities Policy. All State Street employees must adhere to these policies. Under these policies, only our Chief Executive Officer may authorize the use of corporate resources in connection with political activities, whether state, federal, foreign or local.

Despite our internal practices and for establishingcontrols and the overall compensation philosophy for executive officers. The Executive Compensation Committee consists entirely of independent directors. The goals of our compensation program for executive officers are to attract, retaindisclosure already required by federal and motivate superior executives and reward them for meeting State Street’s short-term and longer-term financial and strategic goals, and to drive corporate financial performance and stability, in a manner aligned with appropriate risk management principles. The disclosures in our proxy statement provide detailed information that allows shareholders to assess the reasonableness of State Street’s executive compensation.

Moreover, our Board has voluntarily included in this proxy statement a non-binding advisory vote on executive compensation. This vote lets State Street shareholders express their views directly about State Street’s executive compensation programs and compensation disclosure. The Executive Compensation Committee will take into account the outcome of the vote on Item 2 when considering future executive compensation arrangements.

Our Board recognizes that all of our employees make important contributions to our success. The State Street Corporation Incentive Compensation Plan applies to almost every State Street employee, including all levels of employees from associate to CEO, andstate regulations, State Street is committedconscious that there may be opportunities to paying all of our employees competitive wages and benefitsappropriately enhance disclosure, but is concerned if any enhancements are not universally applied. The opportunity to lawfully participate in accordance with their job responsibilities and performance. We seek to compensate each individual, executive or non-executive, at a level that recognizes the individual’s experience, performance and level of responsibility. Compensation should be competitive with that of persons performing similar jobs at other companies with which we compete for employee talent.

The Boardpolitical process is an important right, and the Executive Compensation Committee believe that our compensation philosophy andselective imposition of disclosure requirements on State Street has the procedures for determining the compensation of our executive officers and all of our employees, including our emphasis on performance-based elements, are in the best interests of our shareholders.

The compensation report requested by the proposal is not customary and maypotential to place State Street at a competitive disadvantage. We also notedisadvantage relative to our competitors and to other participants in the political process, to the detriment of State Street and our shareholders.

State Street provides an opportunity for employees to participate in the political process through State Street’s voluntary employee political action committees, or PACs. The PACs allow employees to pool financial resources to support candidates who promote policies important to State Street and our shareholders. The political contributions made by the PACs are funded entirely by the voluntary contributions of our employees and the PACs’ activities are fully disclosed to the Federal Election Commission or a State board of elections.

In addition, we are concerned that this shareholderwe may not be able to accurately determine the new disclosures related to trade association memberships, as requested by the proposal, requests that the report include analysis of whether “Goldman Sachs” should monitor comparisonsand risk misattributing trade association activity beyond our control to State Street. In furtherance of State Street’s compensation policies going forward. Webusiness interests, we participate in trade associations. Trade association memberships provide significant benefits to State Street by giving us access to business, technical and industry expertise and by advancing State Street’s commercial interests. Our Regulatory and Industry Affairs group carefully manages our trade association memberships. While we advise trade associations in which we participate of our views, they are independent organizations representing a variety of members’ views, and may take political or policy positions we do not believeshare. Requiring State Street to disclose the political activities of trade associations may give the false appearance that the trade associations’ political activities are attributable to State Street.

Moreover, trade associations are not required to (nor do they generally as a matter of practice) inform their members as to the portion of dues payments that are used for political contributions or expenditures. Trade associations have the option under tax law of informing members of the portion of the members’ dues that went toward lobbying and political activity that is not deductible for tax purposes by the associations. However, given that this is merely an option, there are trade associations that decide to pay the tax and not provide such information to members. More importantly, even when a trade association provides such information, our experience is that it would be appropriate for Goldman Sachsgenerally is an all-in number that consists of the total of both lobbying and political expenditures. Therefore, in those cases, State Street is not provided with the information necessary to monitor State Street’s compensation policies.comply with the proposal’s requirement of specific political contribution disclosures regarding trade associations.

Therefore,Thus, the Board of Directors believes that this proposal is unnecessary, wasteful and not in the best interest of State Street’s shareholders and unanimously recommends that you vote AGAINST this shareholder proposal (Item 56 on your proxy card).

OTHER MATTERS

The Board of Directors does not know of any other matters that may be presented for action at the annual meeting. Should any other business properly come before the meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. See “General Information – Could other matters be decided at the meeting?” on page 4.4 of this proxy statement.

CORPORATE GOVERNANCE AT STATE STREET

State Street is a financial holding company whose principal subsidiary is State Street Bank and Trust Company, which we refer to asor the “Bank.”Bank. State Street and the Bank are each organized under the laws of the Commonwealth of Massachusetts. In accordance with Massachusetts law and State Street’s by-laws, our Board of Directors has responsibility for overseeing the conduct of our business. Our Board is committed to strong corporate governance practices and is intent on maintaining theState Street’s reputation for quality, integrity and high ethical standards that State Street has established over many years.standards.

State Street’s Board of Directors, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines, or the Guidelines. Among other things, the Guidelines describe the role of the Board of Directors, its responsibilities and functions, the director qualification and selection process and the role of the Lead Director and the guidelines on director independence. The Guidelinesthey contain categorical standards for determining director independence in accordance with theunder NYSE listing standards of the NYSE.standards. In general, these categorical standards would prohibit a director from qualifying as anwould not be independent directorunder these standards if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations with State Street, its external or internal auditors, or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street other than director fees and compensation committee interlocks). The categorical standards also provide specified relationships that, by themselves, would not impair independence. The portion of the Guidelines addressing director independence is attached as Appendix AB to this proxy statement. The full Guidelines are available on our website at www.statestreet.com.www.statestreet.com. In addition to the Guidelines, the charters for each committee of the Board and our Standard of Conduct for Employees, Standard of Conduct for Directors and Code of Ethics for Senior Financial Officers are also available on our website. Except as may be specifically incorporated by reference in this proxy statement, information on our website is not part of this proxy statement.

Pursuant to the Guidelines, the Board undertook a review of director independence in February 2010.2011. As provided in the Guidelines, the purpose of this review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that each of Mses. Fawcettour non-management directors (Dame Amelia and Ms. Hill and Messrs. Burnes, Coym, de Saint-Aignan, Gruber, Kaplan, LaMantia, Sergel, Skates, Summe and WeissmanWeissman) meets the categorical standards for independence under the Guidelines, has no material relationship with State Street and satisfies the qualifications for independence under listing standards of the NYSE. In making this determination, the Board considered that each of thesethe following individuals, or their respective family members, hashave the following relationships or arrangements that fall within the categorical standards established by our Guidelines as not impairing an individual’s independence. These individuals represent all of our non-management directors, except for Mr. Logue, our Chairman of the Board. Mr. Logue is recently retired as our Chief Executive Officer and as such does not meet the categorical standards of independence. In determining the independence of the other non-management directors, the Board considered transactions between State Street and the relevant directors, members of their respective immediate families or entities with which the respective directors are associated, including the following types of transactions, all of which were deemed to be immaterial under the categorical standards for independence underincluded in the Guidelines: commercial relationships with an entity for which the State Street director or family member serves as non-employee director or owner of less than a 10% interest and with respect to which the director was uninvolved in the negotiations (Mses. Fawcett and(Ms. Hill and Messrs. de Saint-Aignan, Skates, Summe and Weissman); and commercial relationships with an entity for which the State Street director or family member serves as an employee, consultant or executive officer where the director does not receive any special benefits from the transaction and the annual payments to or from the entity are equal to or less than the greater of $1 million or 2% of the consolidated gross annual revenues of the other entity during the most recent completed fiscal year (Ms. Hill and Mr. Kaplan)Messrs. Kaplan and Summe). We have one management director on the Board, Mr. Hooley, our Chief Executive Officer.

Although State Street does not have a formal policy regarding attendance of directors at the annual meeting, all directors are encouraged to attend. Of the thirteenfourteen directors then on the Board, twelvethirteen attended the 20092010 annual meeting.

State Street has established and maintains internal controls and procedures designed to ensure the integrity and accuracy of its consolidated financial statements and control of its assets, andassets. State Street has established and maintains disclosure controls and procedures designed to ensure that State Street is able to timely record, process and report the information required for public disclosure. State Street is dedicated to maintaining theits high standards of financial accounting and reporting that we have established over many years of service to shareholders, employees and clients.reporting.

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our affairs for directors, officers and employees.business. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer), as required by the Sarbanes-Oxley Act and the SEC rules thereunder. Anyrules. Only our Board may grant any waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers, may only be granted by the Board and any waivers will be posted on our website atwww.statestreet.com.

State Street received a shareholder proposal from Trillium Asset Management Corporation with respect to the transparency, accountability and oversight of our corporate political contributions and payments to trade associations or other tax-exempt organizations that are used for political purposes. We have not in recent years made corporate political contributions but recognize that this is an issue of increasing interest to corporate shareholders particularly in light of efforts at financial regulation reform. We will explore current and emerging practices among public companies and evaluate the appropriateness for State Street of further enhancing our current policy in regard to this issue, in 2010. Trillium’s proposal was withdrawn in response to this commitment.

Composition of the Board and Director Selection Process

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, the Nominating and Corporate Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole, including skill sets, diversity, specific business background and global or international experience. The Board expects all nominees to possess the following attributes or characteristics:

Taken as a whole, the Board expects one or more of its members to have the following skill sets, specific business background and global or international experience:

n

experience in key disciplines, such as risk management, of significant importance to the company’s overall operations; and

The director biographies on pages 8 to 1413 of this proxy statement indicate each nominee’s experience, qualifications, attributes and skills that led the Board to conclude he or she should continue to serve as a director of State Street. The Board believes that individually each of the nominees has had substantial achievement in his or her personal and professional pursuits, and has talents, experience and integrity that will contribute to the best interests of State Street and to long-term shareholder value, and the nominees as a group possess the skill sets, specific business background and global or international experience that the Board desires.

State Street does not have a formal or informal policy with respect to diversity, but taken as a whole, strives to have a Board that reflects the diversity (in terms of a number of characteristics, including, gender, race, national origin, age and tenure on the Board) of the company’s key stakeholders and of the various communities in which the company operates. Presently, the Nominating and Corporate Governance Committee and the Board believe the composition of the Board, which currently reflects a range of personal and professional backgrounds, experiences and other characteristics, is reflective of this diversity. As noted above, the Nominating and Corporate Governance Committee includes diversity as a consideration in making its recommendations for nominees for director. The Committee, however, does not assign specific weight to the various factors it considers and no particular criteria is a prerequisite for nomination.

In carrying out its responsibility to find the best qualified candidates for directors, the Nominating and Corporate Governance Committee will consider proposals from a number of sources, including recommendations for nominees from shareholders submitted upon written notice to the Chair of the Nominating and Corporate Governance Committee, c/o the Office of the Secretary of State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (facsimile number (617) 664-8209). The Committee seeks to identify individuals qualified to become directors, consistent with the above criteria established by the Board for director candidates.

The Nominating and Corporate Governance Committee’s process for identifying and evaluating candidates includes actively seeking to identify qualified individuals by reviewing lists of possible candidates, and considering proposals from a number of sources, such as from members of the Board, members of management, employees, shareholders and industry contacts. The Committee’s charter grants it the authority to retain a search firm to assist in conducting this search. Upon identifying a possible candidate, from whatever source, the Committee makes an initial evaluation as to whether the individual would be expected to qualify under the criteria established by the Board for director candidates. A possible candidate whom the Committee feels is an individual who could qualify under the criteria established by the Board is then further evaluated through a process which may include obtaining and examining the individual’s resume, speaking with the person who has recommended the individual, speaking with others who may be familiar with the individual, interviews by members of the Board and the Nominating and Corporate Governance Committee with the individual, discussion at the Committee level of the individual’s possible contribution to State Street and, if appropriate, voting on the individual as a candidate. The Committee evaluates possible nominees for director without regard to whether an individual is recommended by a shareholder or otherwise.

Board Leadership Structure

Consistent with theIn October 2009, we announced a management succession plan announcedunder which Ronald E. Logue would retire as our Chief Executive Officer on October 22, 2009March 1, 2010 and approvedbe succeeded in that office by State Street’sJoseph L. Hooley. Under that plan, Mr. Logue would continue to serve as the non-executive Chairman of our Board of Directors effective March 1, 2010 Ronald E. Logue retired as State Street’s Chief Executive Officer. Following his retirement, Mr. Logue now serves as non-executive Chairman of State Street’s Board of Directors, and with re-election as a director at the 2010 annual meeting of shareholders, will continue to serve in that role until his expectedplanned retirement as a director on January 1, 2011.

In light of Mr. Joseph L. Hooley, previously serving as PresidentLogue’s planned retirement, our Nominating and Chief Operating Officer, has, effective March 1, 2010, begunCorporate Governance Committee took the opportunity to serve as Presidentundertake a formal process to review and evaluate potential structures for board leadership. This review and evaluation included consideration of either continuing to separate the roles of Chairman and Chief Executive Officer.Officer, but with an independent Chairman, or returning to a combined Chairman and Chief Executive Officer, with an independent Lead Director whose role had recently been enhanced.

The Nominating and Corporate Governance Committee’s process involved engaging a consultant for the purpose of advising the Committee on relevant board leadership trends and perspectives, both generally and in the financial services industry. The Committee also consulted with current directors, including directors with experience in foreign jurisdictions where the role of the independent Chairman is more prevalent than in the United States, to gain their perspectives and expectations regarding the effectiveness and structure of State Street’s board leadership. In addition, the Committee was mindful of the shareholder proposal submitted to the 2010 annual shareholder meeting in support of separating the roles of chief executive and chairman and of the shareholder’s statement in support of that proposal.

This process culminated in December 2010 with the Nominating and Corporate Governance Committee recommending to the Board, of Directors also electedand the Board approving, that Mr. Hooley as a directorbe appointed Chairman of the Board effective October 22, 2009.upon Mr. Logue’s retirement. In the context of this determination, Kennett F. Burnes remained in the role of independent Lead Director, the role to which he was appointed in May 2010. As Chairman, Mr. LogueHooley presides at all meetings of the Board of Directors during which he is present and, as described below, works with Mr. Burnes in setting Board agendas and coordinating other Board activities. The Board of Directors believes that Mr. Hooley’s appointment as well as the Chief Executive Officer to establish the agendas for these meetings and serves as a resource to senior management and the Board on strategic and operational and other business and industry matters.

Mr. Gregory L. Summecompany’s current leadership structure is the Lead Director ofmost effective composition for State Street and in the non-management directors and is also the presiding director. As such, his duties include presiding at all meetingsbest interests of the Board, the company and its shareholders at whichthis time for the Chairman is not present, including at executive sessionsfollowing reasons:

Mr. Burnes was appointed Lead Director to serve as the presiding director of non-managementthe independent directors serving as a liaison between the Chief Executive Officer, Chairman and the non-management directors, establishing the agenda for executive sessions and consulting with the Chief Executive Officer and the Chairman as to, and approving, the agendas for Board meetings, information sent toof the Board and(all directors, except for Mr. Hooley) in May 2010. In appointing Mr. Burnes to this position, the scheduleBoard intended to enhance the role of Board meetings. The Lead Director conducts an annual process for reviewing the performance of the Chief Executive Officer. Thewithin our corporate governance framework. As Lead Director, is authorized to call meetings of the non-management directors. Mr. Burnes:

The Lead Director also communicates with the Chairman and the Chief Executive Officer to provide feedback and also to implement the decisions and recommendations of the non-management directors. The non-managementindependent directors meet in executive session at every regularly scheduled meeting of the Board.Board and otherwise as needed. The Lead Director is authorized to call additional meetings of the independent directors meet in executive session at least quarterly or more frequently as needed.

directors. The meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion of pending and other important matters, and the regularity of these meetings fosters a continuity for these discussions and allows for a greater depth and scope to the matters discussed. The role of the Lead Director provides another method to communicate the perspectives of the independent directors, including the matters discussed at the separate meetings of the independent directors, and to effectively integrate those perspectives into Board agendas and materials.

A review of the role, responsibilities and effectiveness of the Lead Director is conducted annually by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee

conducts a review of the current Lead Director by soliciting feedback from members of the Board, and based upon the review, recommends that the Board of Directors elect a member of the Board as its Lead Director for a one-year term.

Communication with the Board of Directors:Directors:

Shareholders and interested parties who wish to contact the Board of Directors or the Lead Director of the Board should address correspondence to the Lead Director in care of the Corporate Secretary. The Corporate Secretary will review and forward correspondence to the Lead Director or appropriate person or persons for response.

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111

In addition, State Street has established a procedure for communicating directly with the Lead Director by utilizing a third-party independent provider, regarding concerns about State Street or its conduct, including complaints about accounting, internal accounting controls, or auditing matters. An interested party who wishes to contact the Lead Director may use any of the following methods, which are also described on State Street’s website at www.statestreet.com:www.statestreet.com:

For country specific phone numbers please visit www.statetstreet.com.www.statestreet.com.

The Lead Director may forward to the Examining and Audit Committee, or to another appropriate group or department, any concerns the Lead Director receives for appropriate review. The Lead Director periodically reports to the non-management directors as a group regarding concerns received.

Meetings of the Board of Directors

During 2009,2010, the Board of Directors held sixteenthirteen meetings, and each of the directors attended 75% or more of the total of all meetings of the Board and all meetings of the committees of the Board on which such director served during the year (during the period that such director served). Each member of the Board is also a member of the Board of Directors of the Bank. The Board of Directors of the Bank held sixteenthirteen meetings during 2009.2010. Each member of State Street’s Executive Committee, Risk and Capital Committee and Examining and Audit Committee is also a member of the corresponding committee of the Bank, and members customarily hold joint meetings of both committees.

Committees of the Board of Directors

The Board of Directors has the following committees to assist it in carrying out its responsibilities, each of which operates under a written charter, a copy of which is available on our website at www.statestreet.com.www.statestreet.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, has been approved by the Board.

Examining and Audit Committee. The Examining and Audit Committee has direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of the independent registered public accounting firm for State Street, and sole authority to establish pre-approval policies and procedures for all audit engagements and for any non-audit engagements with the independent auditor. The Committee also oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations, corporate policies, and the qualifications, performance and independence of State Street’s independent auditor. The Committee acts on behalf of the Board in monitoring and overseeing the performance of the internal audit function at State Street and in reviewing certain communications with bank regulatory authorities. Specific functions and responsibilities of the Committee are set forth in the charter of the Committee, and theThe Committee reports periodically to the Board as appropriate.appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. The Committee’s members are, Ronald L. Skates, Chair; Peter Coym, David P. Gruber, Charles R. LaMantia Chair; Kennett F. Burnes, Davidand Richard P. Gruber and Ronald L. Skates.Sergel. During 2009,2010, the Committee held twenty-three23 meetings.

The Board of Directors has determined that the Examining and Audit Committee consists entirely of directors who meet the independence requirements of the listing standards of the NYSE and the rules and regulations underof the Securities Exchange Act of 1934.SEC. Further, all of the members of the Committee are financially literate, based upon their education and experience, as such qualification under the listing standards of the NYSE is interpreted by the Board. The Board has determined, based upon education and experience as a principal accounting or financial officer or public accountant, or experience actively supervising a principal accounting or financial officer or public accountant, that all members of the Committee, with the exception of Peter Coym, satisfy the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, and have accounting or related financial management expertise as such qualification under the listing standards of the NYSE is interpreted by the Board. None of the members of the Committee serves on more than two other audit committees of public companies.

Executive Committee. The prior Executive Committee was renamed and repurposed to form the Risk and Capital Committee in May 2009. In doing so, the Board created a new Executive Committeeis authorized to exercise all the powers of the Board of Directors, except as otherwise limited by the laws of the Commonwealth of Massachusetts or its charter. The purpose and function of the Committee is to review, approve and act on matters on behalf of the Board of Directors at times when it is not practical to convene a meeting of the full Board to address such matters. The Committee, dependent on its meeting activities, if any, reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. The Committee’s members are Ronald E. Logue,Joseph L. Hooley, Chair, David P. Gruber, Charles R. LaMantia,Kennett F. Burnes, Amelia C. Fawcett, Richard P. Sergel, Ronald L. Skates and Gregory L. Summe. The Committee did not meet in 2009.2010.

Executive Compensation Committee.The Executive Compensation Committee oversees the operation of all of our compensation plans, policies and programs of the Company in which officers who are Section 16 reporting persons participate and certain other incentive, retirement, welfare and equity plans in which all other employees participate. The Committee also oversees the alignment of our incentive compensation arrangements with our safety and soundness. Acting together with the other independent directors, the Committee annually reviews and approves corporate goals and objectives relevant to the chief executive officer’s compensation, evaluates the chief executive officer’s performance, and reviews, determines and approves, in consultation with the other independent directors, the chief executive officer’s compensation level. In addition, the Committee reviews, evaluates and approves the total compensation of all Section 16 officers and oversees State Street’s incentive plans. The Committee is also responsible for approving the terms and conditions of employment and any changes thereto, including any restrictive provisions, severance arrangements, and special arrangements or benefits, of any Section 16 officer. The Committee adopts equity grant guidelines from time to time in connection with its overall responsibility for all equity plans, and monitors stock ownership of executive officers. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Richard P. Sergel, Chair; Amelia C. Fawcett, Linda A. Hill, Robert S. Kaplan and Robert E. Weissman. None of these individuals is or has been an officer or employee of State Street or the Bank. The Board of Directors has determined that the Committee consists entirely of directors who meet the independence requirements of the listing standards of the NYSE and theSEC rules and regulations under the Securities Exchange Act of 1934.regulations. During 2009,2010, the Committee held eleven7 meetings.

In September 2007, Dr. Hill entered into an agreement to provide consulting and related services to a management consulting firm on an ongoing basis. Under the applicable Internal Revenue Service Regulations, Dr. Hill may possibly not be deemed an outside director for purposes of Section 162(m) of the Internal Revenue Code as a result of past or potential future State Street engagements of the management consulting firm, although Dr. Hill may be uninvolved in those engagements. Accordingly, in December 2007, the

The Board of Directors createdhas formed a subcommittee of the Executive Compensation Committee and appointed Messrs. Sergel (Chair) and Weissman and Ms. FawcettDame Amelia as members of the subcommittee. The purpose and authority of the subcommittee is to perform all functions of the Executive Compensation Committee related to the qualification of performance-based compensation for applicable exemptions under Section 162(m), including establishing and administering performance goals and certifying the attainment of those goals. Each of Mr.Messrs. Sergel Ms. Fawcett and Mr. Weissman and Dame Amelia qualify as outside directors for purposes of Section 162(m) and as non-employee directors for purposes of SEC Rule 16b-3. All references to the Executive Compensation Committee in this proxy statement includerefer to the subcommittee, as appropriate.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s principal responsibilities are to assist the Board in overseeing the company’s succession planning process, identifyingto identify and recommendingrecommend nominees for directors of State Street, to recommend to the Board director nominees for each committee, to provide leadership in shaping our corporate governance, including the Corporate Governance Guidelines, and to lead the Board in its annual review of the Board’s performance. The Committee is also responsible for reviewing and approving State Street’s related-person transactions and reviewing the amount and form of director compensation. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Gregory L. Summe, Chair; Peter Coym, Linda A. Hill, Robert S. Kaplan and Ronald L. Skates. The Board of Directors has determined that the Committee consists entirely of directors who meet the independence requirements of the listing standards of the NYSE and theSEC rules and regulations under the Securities Exchange Act of 1934.regulations. During 2009,2010, the Committee held seven6 meetings.

Risk and Capital Committee. In May 2009, the Board renamed the prior Executive Committee as theThe Risk and Capital Committee to better reflect its primary purposes. At that time, the Board also approved a new charter for the Risk and Capital Committee. The Committee is responsible for the oversight relating to State Street’s assessment and management of risk, including market, operational, fiduciary, interest rate, liquidity, business and credit risks and related policies. In addition, the Committee provides oversight on strategic capital governance principles and controls and monitors capital adequacy in relation to risk. The Risk and Capital Committee is also

responsible for discharging the duties and obligations of the Board under applicable Basel II requirements. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Amelia C. Fawcett, Chair; Patrick de Saint-Aignan, David P. Gruber, Chair; Kennett F. Burnes, Patrick de Saint-Aignan, Amelia C. Fawcett,Joseph L. Hooley, Charles R. LaMantia and Ronald L. Skates. Mr. Ronald E. Logue resigned as a member of the Committee effective March  1, 2010. During 2009,2010, the Committee held twelve13 meetings.

Related Person Transactions

The Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which State Street is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% shareholders (or their immediate family members), who we refer to as “related persons,” has a direct or indirect material interest.

A related person proposing to enter into such a transaction, arrangement or relationship must report the proposed related-person transaction to State Street’s Chief Legal Officer. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the Nominating and Corporate Governance Committee. Whenever practicable, the reporting, review and approval will occur prior to the transaction. If advance review is not practicable or was otherwise not obtained, the Committee will review, and, if deemed appropriate, may ratify the related-person transaction. The policy also permits the Chairman of the Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Committee (or the Committee Chairman) after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Committee (or the Committee Chairman) will review and consider:

The Committee may approve or ratify the related-person transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, State Street’s best interests. The Committee may, in its sole discretion, impose such conditions as it deems appropriate on State Street or the related person in connection with approval of the related-person transaction.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or

indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

Based on information provided by the directors and executive officers, and obtained by the legal department, no related-person transactions were required to be reported in this proxy statement under applicable SEC regulations. In addition, neither State Street nor the Bank had extended a personal loan or extension of credit to any directors or executive officers.

EXECUTIVE COMPENSATION

Process and Procedures for Considering and Determining

Executive and Director Compensation

The Executive Compensation Committee of the Board of Directors has direct responsibility for executive officer and, for 2009, director, compensation plans, policies and programs at State Street and for establishing the overall compensation philosophy for executive officers. In this “Executive Compensation” section of this proxy statement, we refer to the Executive Compensation Committee as, the Committee. Beginning in 2010, the Nominating and Corporate Governance Committee of the Board will assume the Committee’sperforms these responsibilities with respect to director compensation. Previously, the Executive Compensation Committee had performed these responsibilities for both executive officers and directors.

Executive Compensation

Under its charter, the Committee is required to approve the compensation of all of our executive officers, other than the chief executive officer, and to act in consultation with the other independent directors on the Board to approve the chief executive officer’s compensation. For 2009,all or part of 2010, our executive officers included the fivesix officers named in the tables and related disclosures beginning on page 4649 of this proxy statement: Ronald E. Logue,Joseph L. Hooley, Chairman, President and Chief Executive Officer; Joseph C. Antonellis, Vice Chairman; James S. Phalen, Executive Vice President; Scott F. Powers, President and Chief Executive Officer of State Street Global Advisors, or SSgA; Edward J. Resch, Executive Vice President and Chief Financial Officer, Joseph L. Hooley, PresidentOfficer; and Ronald E. Logue, former Chairman and Chief Operating Officer, James S. Phalen, Executive Vice President, and Jeffrey N. Carp, Executive Vice President and Chief Legal Officer. On March 1, 2010, consistent with State Street’s announced management transition plan, Mr. Logue retired, and Mr. Hooley succeeded him, as Chief Executive Officer. Mr. Logue now serves as our non-executive Chairman of the Board, and with re-election as a director at the annual meeting, will continue to serve in that role until his expected retirement as a director on January 1, 2011. We refer to Messrs. Logue,Hooley, Antonellis, Phalen, Powers and Resch Hooley, Phalen and Carp in this proxy statement as our current named executive officers. The process for determining the compensation of the members of our Management Committee of senior-most policy setting officers, each of whom is an executive officers whoofficer but not all of whom are notamong our current named executive officers, is materially consistent with the process for our current named executive officers (other than Mr. Logue)Hooley). Mr. Logue retired as Chief Executive Officer on March 1, 2010 and as non-executive Chairman on January 1, 2011. Compensation information for Mr. Logue is disclosed in the tables and related disclosures beginning on page 49 of this proxy statement. Due to the nature of his service during 2010 and the related compensation, Mr. Logue did not receive any incentive compensation for the 2010 compensation year.

Notable 2010 Committee Actions

The Committee’s process for considering and determining executive compensation for the 2010 compensation year is described further below in this section. During this process, the Committee discussed and evaluated in detail several specific elements of compensation and its design in light of evolving market practices and regulatory guidance and other factors. Based on these evaluations, the Committee determined to take the following notable actions.

stock units. Mr. Powers received approximately 55% of the equity component of his 2010 incentive compensation in the form of these performance-based restricted stock units and, in light of his role as head of SSgA, 45% in the form of three-year performance-based restricted stock units based on the performance of SSgA. These awards are further described beginning on page 40 of this proxy statement under the heading “Compensation Discussion and Analysis—Total Compensation—Incentive Compensation—Design of 2010 Incentive Compensation.”

The pay mix outlined in the above components reflects the Committee’s belief that for the chief executive officer position, 2010 equity-based compensation should represent an even greater percentage of compensation than it does for the other current named executive officers. Therefore, as chief executive officer, Mr. Hooley received approximately two-thirds of his incentive compensation in the form of equity (performance-based restricted stock units). Overall, approximately 83% of Mr. Hooley’s 2010 incentive compensation was deferred (performance-based restricted stock units and deferred cash). For the other current named executive officers, the percentage of their 2010 incentive compensation award represented by equity (performance-based restricted stock units, or RSUs) varied by individual and ranged from approximately 53% to approximately 62%. Overall, approximately 81% of the 2010 incentive compensation award for the current named executive officers other than Mr. Hooley was deferred (performance-based restricted stock units and deferred cash).

Compensation Consultant and Data

The Committee has directly retained the services of Hewitt Associates to provide compensation consulting and compensation data services to the Committee in connection with its annual review of executive compensation. In late 2010, Hewitt Associateswas acquired by Aon Corporation and is now known as Aon Hewitt Consulting. Hewitt regularly participated in meetings and executive sessions of, and advised, the Committee in connection with its services. Hewitt Associates also provideddid not provide other services to State Street during 2009, consisting primarily2010 or in 2011 through the date of employment and compensation research, reporting and consultancy services in markets outside of the United States. During 2009, less than 5% of the aggregate fees paid by State Street to Hewitt Associates were for these other services.this proxy statement.

The Committee believes that in order for its compensation consultant to provide the Committee with appropriate counsel regarding compensation matters, including the amount, elements and structure of executive compensation, the consultant must be independent of management. The Committee has adopted a policy to aid its determination of its compensation consultant’s independence. Under the policy, to be considered independent:

At a meeting held at the end of Februaryin December 2010, the Committee reviewed the independence of Hewitt Associates under this policy, including the October 2010 acquisition of Hewitt by Aon and Aon’s ownership of McLagan Partners, a provider of information and other services to SSgA and our Global Human Resources Department. In this review, the Committee also discussed and evaluated fees paid to McLagan Partners and the segregation both of Hewitt within the Aon corporate family and of the primary representative of Hewitt from services provided by Aon affiliates (including McLagan Partners). Following this review and evaluation, the Committee determined the firmHewitt to be independent.

During 2009, our Global Human Resources Department engagedTo supplement the data provided by Hewitt, the Committee also received data prepared by two other firms, Towers Watson & Co. to provide advice and consulting services regarding, primarily, new and emerging developments and market trends in executive compensation. Towers Watson’s reports and materials were made available to the Committee, and Towers Watson participated at one meeting of the Committee, at which Hewitt Associates was also present, to discuss perspectives on these matters. In addition to these services, Towers Watson and McLagan Partners, alsoeach of which was engaged by our Global Human Resources Department supplemented the data provided by Hewitt Associates with data based on the respective firm’s specialized expertise in the financial services industry. Towers Watson and McLagan Partners have provided other services to State Street in the past and may do so in the future. As noted above, in October 2010, McLagan Partners became an affiliate of Hewitt as a result of its parent corporation, Aon’s, acquisition of Hewitt. Fees paid by State Street to McLagan Partners from October 2010 through December 2010 were less than $120,000.

Committee Meetings

The Committee’s process for determining annual incentive compensation for executive officers for any year ordinarily concludes with its approval and award of that compensation, usually in late February or early March of the following year. Following the Committee’s approval and award of 20082009 incentive compensation for our executive officers in early March 2009,late February 2010 and including its February 2011 approval of 2010 incentive compensation, the Committee met regularlyseven times to, among other things, review, consider and evaluate a variety of corporate and market performance factors and events, compensation structuring and design issues, regulatory guidance and trends relating to compensation. Subsequent to its March 2009 approvalcompensation in the United States and award of 2008 incentive compensation and including its late February 2010 approval of 2009 incentive compensation,in the global markets in which we operate. During these meetings, the Committee met 10 times and reviewed and evaluated current and planned financial, capital and operational matters and events that could potentially influence compensation decisions, as well as communications from shareholders. The Committee also received regular updates, including by the Committee’s independent compensation consultant and external legal counsel, on, among other things, regulatory, governmental and governmentalmarketplace actions and initiatives concerning compensation and related risk and governance matters,considerations, particularly with respect to the financial services industry and including those relatingindustry.

“Say-on-Pay”

One recent legislative development was the passage of the Dodd-Frank Act in July 2010. Among the provisions of the Dodd-Frank Act most relevant to the ongoing market disruption and risk considerations.

During these meetings,activities of the Committee also discussed and evaluated in detail several specific elementsis the Act’s requirement that public companies offer their shareholders the opportunity to take a non-binding “say-on-pay” vote to approve the compensation of compensation and its design; in particular, including change in control benefits, retention and transition awards and compensation recovery, or “clawback”, provisions. The Committee, as describedexecutives disclosed in the proxy statement for our 2009 annual meeting of shareholders, had planned a review of the existing change of control agreements in

connection with its 2009 compensation process.statement. In addition, the transition of our Chief Executive Officer role required an evaluation of compensation arrangements intendedAct requires that public companies offer their shareholders the opportunity to encouragetake a non-binding “say-on-frequency” vote to determine whether the long-term stability and continuity of our senior executive leadership team. Moreover, our exit from the U.S. Department“say-on-pay” vote should be held every one, two or three years. State Street has held annual “say-on-pay” votes in each of the Treasury’s TARP Capital Purchase Program due to our mid-2009 repurchaselast two years, and these votes have been approved by a significant majority of the securities issued to the Treasury, and the associated expiration of the “clawback” provisions applicable under that program, called for a consideration of the potential value of voluntarily adopting a replacement clawback mechanism. The Committee took action on each of these elements in late 2009 and early 2010.

These actions are described below in “– Compensation Discussion and Analysis”.

The Committee took each of these actions following a review over several meetings of alternatives and evolving market and regulatory practices and anticipated trends, including presentations by Hewitt Associates, the Committee’s and the Board’s external counsel and management, as well as following consultation with, and in the case of matters relating to Mr. Logue the approval of, the other independent directors on the Board. With respect to the change of control agreement amendments, management conducted a concurrent review in light of similar factors and made recommendations to the Committee. During the concurrent reviews,votes cast. In January 2011, the Committee discussed potential, and management’s proposed, changes with management and evaluated themour “say-on-pay” practices in light of the Committee’s review. Following these reviews,requirements of the Committee decided to implement a setDodd-Frank Act and, consistent with the recommendation of changesour management, recommended to the changeBoard of control agreementsDirectors that the Board recommend that our shareholders vote to approve an annual frequency for our “say-on-pay” vote. The Board followed the Committee’s recommendation and with the concurrence of management,same recommendation from the Nominating and Corporate Governance Committee concluded that it would be appropriate to amendat the terms of the existing change of control agreements in a manner designed to reduce the overall benefits under the existing agreements.Board’s February 2011 meeting.

Peer Group

With respect to the approval of incentive compensation for 2009,2010, the Committee instructed Hewitt Associates to compile data on compensation paid to comparable executives at a peer group of companies for the purpose of benchmarking State Street’s executive and director compensation. Data provided by Towers Watson and McLagan Partners waswere also used for this purpose. At the Committee’s instruction, Hewitt Associates had previously worked with management to develop a list of peer group companies that was recommended to, and approved by,

the Committee. The peer group, the members of which are described below in “– Compensationon page 37 of this proxy statement under the heading “Compensation Discussion and Analysis,Analysis—Overview—Benchmarking,” consisted of financial services companies against which State Street competes both for business and executive talent. The peer group is segmented based on factors such as asset size to help make sure that no particular comparison produces a disproportionate result. Hewitt Associates and Towers Watson also collected publicly available information about the financial performance of companies in the peer group. Compensation for many financial institutions in 2008 reflected considerable variability and in some cases anomalous results in large part due to the challenging market forces and financial results experienced by these institutions due to the then market disruption, as well as related regulatory initiatives. The peer group benchmarking data reflected these factors. Therefore, the 2008 peer group survey data was less relevant for purposes of evaluating 2009 compensation than ordinarily has been the case with respect to prior year peer group data. To supplement this information with more timely data, our Global Human Resources Department compiled

additional publicly available information regarding 2009 compensation actions reported by peer group companies and some other financial institutions and supplemented this information with 2009 data provided by Hewitt Associates (at the Committee’s instruction) and Towers Watson, based on their respective experiences. Our Global Human Resources Department then provided this information to the Committee for its consideration.

At a December 20092010 meeting of the Committee, Hewitt Associates presented a report in which it reviewed the total compensation paid to executives at companies in the peer group for 20082009 (the most recent full year for which this specific data was available) and, where the comparable positions existed at State Street rankamong our current named executive officers, ranked our total compensation for 2009 compared to the peer group’s median. For these purposes, and as otherwise discussed in this proxy statement, the Committee considers total compensation to consist of base salary and incentive compensation. The report also included information about pay mix (base salary, bonus and long-term incentives) and, where available, detailed information for each position, showing compensation paid at the 25th percentile, the median, the average and the 75th percentile and, if applicable, publicly reported “off cycle” compensation awards during 2009.percentile. At the same meeting and at subsequent meetings in January and February 2010,2011, the Committee reviewed State Street’sadditional financial and compensation analysis, including data regarding announced 2010 incentive compensation actions by peer group companies. During these meetings, the Committee was also provided with projected and actual 2009State Street financial results, including significant revenue streams and expense and other items, and capital ratios and other balance sheet metrics, as well as potential effects of these matters ondata for use in assessing the design, structure and amount of executive compensation.financial data provided for the peer group.

Risk Review

In December 2009, the Lead Director conducted a process for reviewing Mr. Logue’s performance during 2009. Mr. Logue prepared a self-evaluation for the Board that analyzed his performance for 2009. The Lead Director solicited the views of the independent directors on Mr. Logue’s performance. The directors, other than Messrs. Logue and Hooley, discussed Mr. Logue’s performance prior to and at a January Board meeting.

Over the course of several meetings in December 2009 and February 2010, the Committee met with our Chief Risk Officer, an Executive Vice President in our Enterprise Risk Management Department, the Chief Legal Officer and our head of Global Human ResourcesChief Administrative Officer to review the alignment of our incentive compensation plans for all State Street employees, including the current named executive officers, with risk management principles. This review isIn addition, the Executive Compensation Committee received recommendations from the Risk and Capital Committee as to factors that committee deemed relevant to compensation decisions made by the Executive Compensation Committee. These matters are described below beginning on page 35 of this proxy statement under the heading “– Alignment“Alignment of Incentive Compensation and Risk”.Risk.”

Individual Determinations

In December 2010, the Lead Director initiated a process for reviewing Mr. Hooley’s performance during 2010. Mr. Hooley prepared a self-evaluation for the Board that analyzed his performance for 2010. The Lead Director solicited the views of the independent directors on Mr. Hooley’s performance. The directors, other than Mr. Hooley, discussed Mr. Hooley’s performance prior to and at a January Board meeting. Mr. Logue, who served as Chairman until January 1, 2011, did not participate in these discussions.

Mr. LogueHooley is responsible for making compensation recommendations to the Committee for the other current named executive officers, except for Mr. Phalen. Mr. Hooley is responsible for making compensation recommendations to the Committee for Mr. Phalen.officers. In preparing these recommendations, both Messrs. Logue andMr. Hooley workworks with our Chief Administrative Officer, our head of Global Human Resources and our head of Global CompensationTotal Rewards and Benefits and havehas access to the data available to the Committee. Messrs. Logue and Hooley included theirMr. Hooley’s compensation recommendations for the total compensation of each officer for 2010 reflected his assessment of the overall performance of the relevant current named executive officer asofficer. At a factormeeting in making the recommendation to the Committee for the total compensation of that officer for 2009, as well as for that officer’s 2010 base salary. At meetings in February 2010, Mr. Logue andJanuary 2011, Mr. Hooley reviewed with the Committee performance assessments and potential compensation ranges for Messrs. Resch,Antonellis, Phalen, Powers and Carp,Resch, including the levels of incentive compensation and of total compensation. Messrs. Logue andMr. Hooley also recommended increasesprovided this review to the base salary levels for 2010 for eachBoard of the named executive officers.Directors at a February Board meeting.

Our Global Human Resources Department prepared tally sheets for the Committee, which describe and quantify various aspects of compensation and wealth accumulation for the current named executive officers, including information on pension and supplemental benefits, aggregate value of outstanding equity awards, value realized upon the vesting of stock awards and the exercise of stock options over the past five years, earnings and

balances under non-qualified deferred compensation plans and potential severance payments upon termination of employment. The tally sheets were part of the overall information available to the Committee in assessing the context in which the total compensation for the year is delivered.

Also in late February, the Committee reviewed 2009 financial results for purposes of our incentive plans and performance metrics for periods ending on December 31, 2009. Based upon the achievement of the relevant performance targets, and following the exercise of negative discretion by the Committee, the two-year performance awards granted as part of 2007 incentive compensation to each of the named executive officers were

settled with a 40% payout factor. In addition, based upon the achievement of the relevant performance target, the three-year component of the award granted to Mr. Hooley in December 2006 in connection with his appointment to the office of Vice Chairman settled with a 100% payout factor.

At its late February 20102011 meeting, the Committee developed a recommendationpreliminary determination for 20092010 total compensation for Messrs. Logue andMr. Hooley. The Committee then presented these recommendations to, and discussed with, the independent directors on the Board (without Messrs. Logue andMr. Hooley present), who discussed and approved the recommendations. this preliminary determination. Following this approval,discussion, the Committee, independent of the other directors, met and approved 20092010 total compensation for all of the current named executive officers, including Messrs. Logue andMr. Hooley. The Committee also approved 2010 base salaries and incentive plan opportunities for the named executive officers (except for Mr. Logue). All of the foregoing determinations were made with the benefit of events and matters reviewed, considered and evaluated at the preceding meetings of the Committee during 20092010 and 2011.

Also in late February 2011, the Committee reviewed 2010 financial results for purposes of our incentive plans and performance metrics for periods ended December 31, 2010.

Non-Employee Director Compensation

With respect to our non-employee directors, we target their compensation at the median of the companies in our peer group. At the beginning of each year, Hewitt Associates prepares a review of director compensation at the same peer group of companies that we use for executive compensation generally and provides that information to

management. The summary includes data on total compensation for directors at the peer group companies as well as on individual components of that compensation, such as annual retainers, meeting fees and equity awards. Data is also provided that differentiates compensation by board position, such as committee chairs and lead directors. Hewitt Associates also provides data showing trends in director compensation. For 20092010 director compensation, management and Hewitt Associates met to review the data with the Nominating and Corporate Governance Committee at a meeting in February 2009.April 2010. The Nominating and Corporate Governance Committee then made its recommendation to the Board, which, following the May 20092010 annual meeting of shareholders, approved director compensation for all non-employee directors other than Mr. Logue effective through the 20102011 annual meeting of shareholders.

Also at the May 2010 Board of Directors meeting, the Board appointed a new Lead Director and evaluated the responsibilities of that role, including an understanding that the Lead Director would attend most meetings of the Board’s standing committees. Following this discussion, the Nominating and Corporate Governance Committee of the Board requested that Hewitt provide it with additional data concerning lead director compensation and also for risk committee compensation. At its June 2010 meeting, the Nominating and Corporate Governance Committee reviewed this additional data, including data reflecting 2010 peer group proxy filings. Following its review of these data, the Nominating and Corporate Governance Committee determined to recommend that the Board increase the 2010 annual retainers for the Lead Director and for members of the Risk and Capital Committee. At its meeting in June 2010, the Board of Directors approved the increases recommended by the Nominating and Corporate Governance Committee.

The non-employee director compensation arrangements currently in effect are described beginning on page 5864 of this proxy statement. 2010statement under the heading “Director Compensation Arrangements.” 2011 non-employee director compensation (except for Mr. Logue) is expected to be determined by the Board upon the recommendation, as noted above, of the Nominating and Corporate Governance Committee of the Board.

Mr. Logue’s compensation as non-executive Chairman of the Board for 2010 was determined by the Executive Compensation Committee at the time of our October 2009 announcement of our Chief Executive Officer succession plan. In setting this compensation, the Committee acted with the approvalconcurrence of the other independent directors. In so doing, the Committee and the other independent directors considered the planned role and responsibilities of the non-executive Chairman of the Board and other publicly available materials. The role of non-executive Chairman of the Board did not exist with sufficient regularity within the peer group, and therefore peer group market data waswere not of particular relevance for this purpose.

Alignment of Incentive Compensation and Risk

AtIn its annual process, the time we were setting incentiveExecutive Compensation Committee receives regular updates, including by its independent compensation for the year ended December 31, 2008, we had been invited by the U.S. Treasury to be one of the initial banks to lead participation in the TARP Capital Purchase Program. We were therefore subject to applicable rules under that program, including a requirement for the Committee to undertake a risk review of incentiveconsultant and its outside legal counsel, on regulatory and governmental actions and initiatives concerning compensation for our senior executive officers (consisting of our named executive officers at the time). In connection with these requirements, the Committee initiated a process under which it met with seniorand related risk and compensation officers and other advisors to review the incentive compensation arrangements for our senior executive officers.

As described above, we concluded our participation in the TARP Capital Purchase Program through our mid-2009 redemption of the securities issuedgovernance considerations, particularly with respect to the Treasury. The Committee nonetheless determined to maintain its annual incentive compensation risk assessment process.

During 2009, our process for assessing how our compensation policies and practices relate to our management of risk continued and expanded as we and the Committee reviewed our general compensation programs in light of issued and proposed regulatory guidance on the alignment of incentive compensation and risk management, including proposedfinancial services industry. For 2010, these updates included: final guidance issued by the Board of Governors of the Federal Reserve System in October 2009. We are also oneJune 2010 regarding sound incentive compensation policies; passage and initial implementation of the participantsDodd-Frank Act; proposed and final guidance and regulations from banking regulators in Europe and Asia concerning compensation and risk principles; and specific actions and inquiries undertaken by state and federal authorities concerning compensation practices. The Committee also received updates on compensation actions, including new design elements, taken by other major financial services firms. These developments focused primarily on aligning compensation with risk principles, and each informed the Federal Reserve’s “horizontal review”decisions of the Committee in making its incentive compensation practices at large, complex banking organizations. As partdecisions for 2010.

Consistent with the principles outlined in this evolving framework, we have established a committee of this process,senior representatives of our Enterprise Risk Management, Compliance, Internal Audit, Finance, Legal and Global Human Resources departments to serve as a forum for the risk management and internal control functions to formally review and provide their assessment of incentive compensation arrangements throughout the

organization. This review and assessment is intended to promote the consistency of our incentive compensation arrangements with the safety and soundness of State Street and the alignment of these arrangements with applicable regulatory guidance and regulations.

In addition, we have identified those employees throughout our organization who individually or as a group are responsible for activities that may expose us to material amounts of risk. We have reviewed the incentive compensation arrangements used to compensate these employees in light of identified risks relevant to their respective responsibilities. We have also reviewed the design and governance of our incentive compensation plans applicable to all of our employees for alignment with applicable regulatory guidance. Representatives of the Federal Reserve’scontrol function committee described above participated in these activities and other regulators’ guidance. Wethe results of these reviews were evaluated by that committee. Our Chief Risk Officer, Chief Legal Officer and Chief Administrative Officer presented the results of these reviews to the Executive Compensation Committee over several meetings atin December 2010.

Also in 2010, we introduced a formal process for integrating the endperspectives of 2009our Risk and Capital Committee into compensation decisions made by the beginningExecutive Compensation Committee. For 2010, the Risk and Capital Committee evaluated material risks applicable to State Street and management actions during the year designed to mitigate those risks. The Risk and Capital Committee then made recommendations to the Executive Compensation Committee as to positive or negative factors to be considered in compensation decisions. These recommendations were presented to the Executive Compensation Committee by the Chair of 2010.the Risk and Capital Committee, who is also a member of the Executive Compensation Committee.

As a result of these reviews and processes, we do not believe that risks arising from our compensation policies and practices for employees do not create risks or incentivize inappropriate behavior that are reasonably likely to have a material adverse effect on us. We will continue to monitor developments in this area including feedback from the Federal Reserve’s horizontal review, and may, as we believe appropriate, make related adjustments to our compensation practices.

Compensation Discussion and Analysis

Overview

The goals of State Street’s compensation program for executive officers are to attract, retain and motivate superior executives and reward them for meeting short-term and longer-term financial and strategic goals, and to drive corporate financial performance and stability, in a manner aligned with appropriate risk management principles. Our compensation objective is to target the total compensation of our executives (which, as viewed by the Executive Compensation Committee, consists of fixed base salary and variable incentive compensation) at the median of a peer group of companies if we attain anticipated performance and, at higher performance levels, to recognize exceptional performance. Total

The Committee implemented its 2010 incentive compensation following its consideration of corporate financial performance relative to 2009, overall corporate financial stability and several strategic initiatives accomplished during 2010. Overall, corporate financial performance was stronger than in 2009, with increases in operating-basis earnings per common share and revenue. In addition, 2010 year-end capital ratios represented significant capital stability, we completed important acquisitions and we initiated a multi-year global program designed to enhance service, deliver efficiencies and position us for accelerated growth. The Committee’s consideration of these and other factors in its 2010 compensation determinations is delivered throughdescribed below beginning on page 43 of this proxy statement under the heading “Determination of 2010 Compensation—Significant Factors.”

We have included in our annual proxy statement for each of the last two years a combinationnon-binding “say-on-pay” vote requesting our shareholders to approve the executive compensation disclosed in the proxy statement. These prior “say-on-pay” votes were consistent with the similar matter on the agenda for the 2010 annual meeting of base salary, annualshareholders described on page 14 of this proxy statement. In each of the last two years, the “say-on-pay” vote was approved by a significant majority of the votes cast. In February 2011, the Committee was aware of these prior “say-on-pay” approvals when making its compensation determinations for 2010.

Forms of Incentive Compensation.The incentive payments and long-term compensation. Acompensation component of total compensation represents a substantial portion of an executive’s compensation and a considerable portion of that is incentive compensation,deferred; either over a two-year period, in the paymentcase of which is based on meeting short-term (annual) performance goals and long-term (four-year) performance tied todeferred cash; over a four-year period, in the performancecase of State Street stock and specific performance metrics. Payments for meeting these goals are made either in cash orthe four-year performance-based equity awards eitherfor all of which may be deferredour current named executive officers; or after a three-year period, in whole or in part. Cashthe case of the three-year SSgA performance-based equity awards forming approximately 45% of the equity component of Mr. Powers’ 2010 incentive compensation. Immediately available cash is generally a smaller component of incentive compensation than is equity. Equitythe total of the deferred components. Our overall compensation program includes other elements. See pages 46 to 48 of this proxy statement.

Deferral and Performance Metrics.The four-year and three-year deferral periods for equity awards are designed toalign the value of the award with the performance of State Street stock and therefore further align the interests of our executives with those of our shareholders. Their value depends on changes in the price of our common stock and their vesting is based on specific performance metrics. Vesting conditions applicable to deferred cash and equity awardsThese deferral periods also encourage executive retention. In addition, the number of shares ultimately earned under these equity awards is determined based upon the achievement of a specific future financial performance metric. A compensation recovery, or “clawback”,“clawback,” mechanism applies to deferred cash and equity incentive compensation and encourages appropriate incentives in connectionexecutives to act within a risk framework consistent with our compensation program.corporate risk standards and polices. This mechanism is described below under “Total Compensation – Incentive Compensation – Clawback Provisions” on pages 37-38page 42 of this proxy statement. Our overallstatement under the heading “Total Compensation—Incentive Compensation—Clawback Provisions.”

Deferred Compensation Mix.In order to support a compensation program includesthat balances risk management, shareholder alignment and executive retention considerations, the Committee believes a significant amount of incentive compensation should take the form of multi-year equity-based awards and that a significant portion of the cash-based incentive compensation should also be deferred. For 2010, the Committee determined that these effects should be emphasized for the chief executive officer position, in comparison to their already significant application for the other elements. See pages 41 to 45current named executive officers. Therefore, approximately 17% of Mr. Hooley’s 2010 incentive compensation award was in the form of non-deferred cash. The remaining approximately 83% of his incentive compensation award had deferred elements, with approximately 66% in the form of performance-based restricted stock units and approximately 17% in the form of deferred cash. For the other current named executive officers, on average, approximately 19% of the total 2010 incentive compensation award was in the form of non-deferred cash, with the remaining approximately 81% having deferred elements: approximately 57% in the form of performance-based restricted stock units and approximately 24% in the form of deferred cash. The elements of our incentive compensation are further described below beginning on page 40 of this proxy statement.statement under the heading “Total Compensation—Incentive Compensation—Design of 2010 Incentive Compensation.”

Benchmarking.Among the many factors used in determining executive compensation, we benchmark our total compensation against a peer group of companies with which we compete in business and for executive talent. For 20092010 compensation, for all of our current named executive officers except for Mr. Logue,Hooley and Mr. Powers, this peer group of companies consisted of American Express, Bank of New York Mellon, Franklin Resources, Goldman Sachs, JP Morgan Chase, Marsh & McLennan, Morgan Stanley, Northern Trust, PNC Financial, US Bancorp and Wells Fargo. For executive officer positions for which there were not similar positions at peer group companies or when supplemental data is considered necessary for a fair comparison, the Committee used additional information obtained from Towers Watson and McLagan Partners or compiled by management from publicly available sources. of:

For Mr. Logue,Hooley, our President and Chief Executive Officer, the Committee, after discussion with the other independent directors on the Board, used a selected peer group of companies consisting of:

For Mr. Powers, the President and Chief Executive Officer of American Express, BankSSgA, the Committee used a selected peer group of New York Mellon, JP Morgan Chase, Northern Trust, PNC Financial, US Bancorpinvestment management firms consisting of:

For each of Messrs. Hooley and Wells Fargo. ThesePowers, the respective peer group was chosen to comprise companies were chosenviewed by the Committee (and with respect to Mr. Hooley, by the other independent directors on the Board) as the most

relevant comparators for the chief executive officer position of State Street or for the chief executive officer position of SSgA, as the case may be, based on the belief that they are most representative of the talent pool which we may draw upon for recruiting or comparing that position, and exclude outliers on both the high and low ends of the compensation range presented by the peer group for the other named executive officers.position. For purposes of this Compensation Discussion and Analysis, even though the peer groups may be different for a particular executive, we refer to these peer groups throughout as the peer group. In addition to benchmarking total compensation, we also use the peer-group companies for information on the mix of cash and equity compensationcompensation.

Process and current and long-term compensation.

Factors.The process and procedures the Committee followed in determining executive compensation, are discussed above beginning on page 30 of this proxy statement under “– Processthe heading “Process and Procedures for Considering and Determining Executive and Director Compensation.” The factors that the Committee (and the independent directors on the Board, in the case of Mr. Logue)Hooley) considered in determining total compensation for each of the current named executive officers are discussed below on page 43 of this proxy statement under the heading “Determination of 20092010 Compensation.” Before analyzing that determination, however, we first discuss the various elements of total compensation – compensation—why we pay each element, how we determine the amount to pay and how each element fits into our overall compensation program.

Total Compensation

Our total compensation consists of base salary and incentive compensation, which is comprised ofcomprises both cash and equity. In addition, our executive officers are permitted to defer certain compensation and are entitled to retirement benefits (the defined benefit portion of which we froze in 2008, with the last transition period for our current named executive officers ending on December 31, 2010), change in control protection and perquisites that may differ from those generally available to other employees. For purposes of benchmarking against the peer group, we define total compensation to solely include base salary and incentive compensation.

For each current named executive officer, the Committee makes a determination of the appropriate aggregate level of total compensation for the year. This determination of actual total compensation, evaluation of corporate performance and assessment of whether exceptional performance should be rewarded is based upon a subjective analysis of many factors, including measurements of corporate financial performance and stability and individual performance. The determination of actual total compensation does not result from a specific formula, and the achievement of any particular goal or target does not automatically result in any particular level of

compensation. In general, corporate performance measures are the predominant factors in making compensation determinations for each of the current named executive officers, due to the ability of these officers, as a result of their position in the company, to significantly influence these measures on a corporate scale. In addition to corporate performance measures, the Committee and Messrs. Logue andMr. Hooley included in their respective determinations and recommendations as a secondary factor an evaluation of the relevant officer’s individual performance.performance in light of the scope of his role and responsibilities. This evaluation consisted of a subjective assessment of the officer’s overall performance relative to goals established for that officer in fourfive key areas – shareholder, customer, employeeareas—delivering on our financial commitments, driving our strategy, strengthening our organization, engaging our employees and organization – enhancing our culture—as well as other less formal indications and evaluations of the officer’s performance.

Base Salary

Each of our current named executive officers received a fixed base salary in 2009,2010, which was paid periodically in cash during the year. The Committee adopted a policy in 2006 of reviewing executive base salary levels every two years. For all current named executive officers, base salary historically has been a relatively smallsmaller portion of total compensation, allowing us to vary annual total compensation to reflect performance and other factors deemed relevant at the time. Consistent with our policy, the base salary for all current named executive officers other than Mr. Hooley was evaluatedestablished in late February 2010 and has not been changed for 2011.

Mr. Hooley’s base salary was established in October 2009, in connection with the announcement of our management succession plan, and for the other named executive officers (except for Mr. Logue) was evaluatedeffective in late FebruaryMarch 2010. TheseThe evaluations of base salary were made with reference to the median base salary paid to comparable executives in the peer group and, in the case of Mr. Hooley, in light of his planned service as Chief Executive Officer beginning in March 2010. In making these evaluations, the Committee was also mindful of the $1 million maximum level of the non-performance-based compensation deduction limitation under Section 162(m) of the Internal Revenue Code.

Following these evaluations of baseBase salary levels the Committee approved new base salary rates for 2010 and 2011 for the other current named executive officers approved in February 2010 (for 2010 and 2011) were as follows: Mr. Hooley, $1 million, an increase from $775,000; Mr. Resch,Antonellis, $800,000, an increase from $700,000;$725,000; Mr. Phalen, $750,000, an increase from $550,000; and Mr. Carp, $650,000,Powers, $800,000, an increase from $550,000.$750,000; and Mr. Resch, $800,000, an increase from $700,000. While maintaining the philosophy described above that base salary for executives of this seniority should remain a relatively smaller portion of total compensation, the new base salaries for the named executive officers reflect the Committee’s recognition of evolving market practices reflecting an increase in the fixed component of compensation relative to the variable incentive component. Therefore, the noted increases in base salary (except where concurrent with an increase in responsibilities) arewere not an effort to increase the overall level of total compensation, but rather, the further integration of evolving market standards into our compensation structures by moderately shiftingthrough a moderate shift in the relative levels of the components of total compensation.

Effective March 1, 2010, Mr. Logue retired as Chief Executive Officer and, now serveseffective January 1, 2011, he retired as our non-executive Chairman of the Board. He therefore no longer receivesDuring January and February of 2010, Mr. Logue received the ratable portion of a $1 million annual base salary. For the remainder of 2010, Mr. Logue’s annual fixed cash compensation will be reduced from a $1 million base salary toLogue received the ratable portion of a $500,000 annual director fee, of which he will receive a pro rata amount for 2010.fee. Mr. Logue’s together with the other non-employee directors’, compensation as non-executive Chairman is described below under the heading “– Director“Director Compensation Arrangements”. beginning on page 64 of this proxy statement.

Incentive Compensation

Incentive compensation represents the realizationbalance of whichan executive’s total compensation. The amount of incentive compensation earned by each executive depends onupon the attainment of performance objectives and, for a significant portion, the performance of our stock, represents the balance of an executive’s total compensation.stock. This performance-based compensation aligns executive compensation with our goals for financial performance and encourages a high level of individual contribution to that performance. The Committee reviews data for the peer group in evaluating certain aspects of our incentive

compensation arrangements, such as the portion of total compensation represented by fixed and variable elements and the overall amount of those elements, the ratio between annual and long-term incentive compensation and the relative allocation of incentive compensation between cash and equity and the applicability of and periods for vesting of awards.equity.

Incentive compensation is viewed both in the aggregate as a component of total compensation and also as a collection of individual components. These components, in the form of varying types of cash and equity-based awards, along with the relative mix and weighting of compensation among these types of awards, each support the compensatory, incentive and retention goals of our compensation program and are designed to align with appropriate risk management principles. As noted above, the general process for determining incentive compensation for the current named executive officers first involves a determination of total compensation, from which the aggregate amount of incentive compensation is obtained by subtracting the base salary component. This amount is then allocated between the short-term and long-term components of incentive compensation and the applicable plans.

For 2009 the Committee determined to modify our approach toDesign of 2010 Incentive Compensation. The incentive compensation for theawarded to our current named executive officers in several important ways. Primarily,for the year ended December 31, 2010 was composed of the following primary components:

In developing and approving the design of 2010 incentive compensation, including the design of the performance-based restricted stock units, the Committee sought to emphasizeconsidered a number of factors, including:

For all of our current named executive officers other than Mr. Powers, the benefitsequity component of deferral with respect to2010 incentive compensation awards and to also simplify the formsconsisted entirely of incentive compensation awarded. In doing so, the Committee determined, in general, to award only approximately 5% of incentive compensation in the form of non-deferred, or immediately available cash. The remainder of the cash component of incentive compensation was awarded in the form of two-year deferred cash. Deferred cash awards vest ratably over the eight fiscal quarters following the date of grant and are credited with 3% interest per annum. These deferred cash awards represented, in several, approximately 24% of overall incentive compensation. In addition, the Committee awarded only one form of equity-based incentive compensation, four-year performance-based restricted stock units. This component, which exhibits particular alignment with the interests of shareholders and also encourages retention, represented approximately 71% of overall incentive compensation for 2009. To determine the number of restricted stock units subject to the performance-based restricted stock awards, we divided the applicable dollar amount designated for the award by the closing price of our common stock on the

award date, without any discount for vesting. The Committee determined the allocation of components of incentive compensation was appropriate in order to balance the financial performance and retention goals of our incentive compensation program with an emphasis for 2009 on the shareholder alignment, retentive value and financial effects of the deferred cash and equity components of incentive compensation. In light of our announced March 1, 2010 Chief Executive Officer succession plan, Mr. Logue’s significant level of State Street stock ownership and the related reduced relevancy of the retentive effects of equity-based compensation for Mr. Logue, the Committee and the other independent directors allocated Mr. Logue’s differently from the other named executive officers. Mr. Logue’s incentive compensation was allocated approximately as follows: 38.5% non-deferred cash, 38.5% deferred cash and 23% four-year performance-based restricted stock units.

The restricted stock units awarded as part of 2009 incentive compensation for our named executive officersthat vest and convert into unrestricted, transferable shares of State Street common stock according to both performance-based and time-based criteria. The performance vesting criteria for these awards is based on State Street’s ROE for 2011. ROE is calculated using metrics determined in accordance with GAAP, subject to adjustment for pre-established, objectively determinable factors. If State Street’s ROE for 2011 equals the level included in the 2011 budget approved by State Street’s Board of Directors, the conversion rate of the restricted stock units into State Street common stock will be 100%. The conversion rate is adjusted ratably above or below 100%, respectively, in the event ROE is greater than or less than the 2011 Board-approved budget level. The maximum conversion rate is 130% and performance-based criteria.the minimum conversion rate is 30% (except in the event of no ROE, in which case there is no payout). The 130% maximum is reached for 2011 ROE performance at or above approximately 140% of the Board-approved budget level, and the 30% minimum is reached for 2011 ROE performance at or below approximately 30% of this budget level (but with no payout in the event of no ROE). Time-based vesting of these awards will occur in equal annual installments over a four-year period. In addition, at the time of vesting, performance-based criteria will be evaluated to determine the conversion rateTherefore, 25% of the restricted stock units into State Street common stock. Each vesting restricted stock unit will convertvest annually for four years, with those units converting into shares of State Street common stock subject to an adjustment for performance based on our average return on common equity, or average ROE, over a specified period. The relevant specified period for each vesting date, referred to asupon the relevant performance period, will be the period beginning on January 1, 2010 and ending on December 31 of the last completed fiscal year priorconversion rate determined by 2011 ROE. Due to the vesting date. If the average ROE over the relevant performance period is equal to 14%, then for each vesting restricted stock unit one share of State Street common stock will be delivered. If the average ROE over the relevant performance period exceeds 14%, then for each vesting restricted stock unit the number of shares of State Street common stock delivered will be equal to one plus one-tenth of a share for each 1% of average ROE above 14% (subject to a maximum increase of three-tenths of a share for average ROE of 17% or more). And if the average ROE over the relevant performance period is below 14%, then for each vesting restricted stock unit the number of shares of State Street common stock delivered will be equal to one minus one-tenth of a share for each 1% of average ROE below 14% (and, therefore, if the average ROE is below 5%, zero shares of State Street common stock will be delivered for each vesting restricted stock unit). Consequently,performance-based conversion adjustment, the ultimate number of shares received under the award may be more or less than the initial number of restricted stock units awarded. For purposes

Mr. Powers received approximately 55% of the equity component of his 2010 incentive compensation in the form of the above-described four-year performance-based restricted stock units. The remaining approximately 45% of the equity component of his 2010 incentive compensation was awarded in the form of performance-based restricted stock units that “cliff” vest after three years and with a performance metric associated with the financial performance of SSgA, the business unit for which he is primarily responsible. Senior officers of SSgA also receive these three-year “cliff” vesting performance-based restricted stock awards. This form of incentive compensation is designed to align the compensation of SSgA’s officers with the compensation offered by other investment management firms. In awarding these three-year performance-based restricted stock awards average ROE willto Mr. Powers, the Committee believed it to be calculated by metrics determinedimportant for his compensation to reflect this alignment with other senior officers of SSgA and with the investment management industry overall. Separately, the Committee also believed it was important to recognize and highlight the progress SSgA had achieved under Mr. Powers’ leadership in accordance with U.S. generally accepted accounting principles,advancing its management, organizational and operational structure and enhancing its risk and compliance functions to address issues arising out of the financial crisis. Therefore, in June 2010, the Committee granted Mr. Powers, outside of the regular annual total compensation cycle, a four-year vesting restricted stock award of 103,924 shares of State Street common stock. The award has vesting and other provisions designed to promote retention of Mr. Powers’ services and skills.

The performance vesting criteria for the three-year “cliff” vesting restricted stock units awarded to Mr. Powers is based on growth in SSgA’s operating-basis net income before tax, or Operating NIBT, for 2011 measured against 2010. Growth in SSgA’s Operating NIBT is subject to adjustment for pre-established, objectively determinable factors. If growth in SSgA’s Operating NIBT for 2011, measured against 2010, equals the level included in the 2011 budget approved by State Street’s Board of Directors, the conversion rate of the restricted stock units into State Street common stock will be 100%. The conversion rate is adjusted ratably above or below 100%, respectively, in the event growth in SSgA’s Operating NIBT is greater than or less than the 2011 Board-approved budget level. The maximum conversion rate is 150% and the minimum conversion rate is 30% (except in the case of no 2011 growth in SSgA Operating NIBT, in which case there is no payout). The 150% maximum is reached for percentage growth in SSgA Operating NIBT (relative to 2010 results) at or above approximately 145% of the Board-approved budget level, and the 30% minimum is reached for percentage growth in SSgA Operating NIBT (relative to 2010 results) at or below approximately 30% of this budget level (but with no payout in the event of no 2011 growth in SSgA Operating NIBT). These performance-based restricted stock units operate with “cliff” vesting after three years. Therefore, the units vest without any periodic vesting prior to the completion of three years. All of the units vest after three years and will convert into shares of State Street common stock based upon the conversion rate determined by 2011 growth in SSgA Operating NIBT. Due to the performance-based conversion adjustment, the ultimate number of shares received under the award may be more or less than the initial number of restricted stock units awarded.

The deferred cash awards for 2010 awarded to all current named executive officers will vest ratably over the eight fiscal quarters following the date of grant, subject to acceleration in certain events, and unpaid amounts are credited interest at a rate of 3% per annum. The non-deferred cash awards for 2010 were paid in March 2011.

Incentive Compensation Guidelines.Each year, the Committee sets upestablishes guidelines for the amount of annual and long-term incentive awards for each current named executive officer. These guidelines represent an initial payout opportunity based on the corporation’scompany’s operating-basis¹ net income before income taxes and incentive compensation, which we refer to as Operating NIBTIC, with adjustments, determined by the Committee in its discretion, based upon capital, risk, business and other considerations. TheAs applied to the annual component of incentive compensation under the Senior Executive Annual Incentive Plan, or SEAIP, described below, to qualify for the performance-based compensation exception to the deduction limitation of Section 162(m) of the Internal Revenue Code, these adjustments must involve a reduction to Operating NIBTIC. On a net basis, for both the annual and long-term components of incentive compensation, the Committee has historically exercised negative discretion in the determination and application of Operating NIBTIC,NIBTIC; for example, by including or excluding the financial effects of significant corporate events during the year. For the 2009 plan year, consistent with the implementation of management’s plan to improve State Street’s capital ratios (see “Determination of 2009 Compensation” on page 38 of this proxy statement), the Committee did not establish the plan until mid-2009. As a result, the incentive compensation formula is applied only against Operating NIBTIC, as adjusted, for the second half of 2009.

Prior to adjustment by the Committee, 2009 plan year2010 Operating NIBTIC representing performance for the second half of 2009, was $1.75$3.2 billion. For incentive compensation purposes, the Committee determined it was

appropriate to reduceapply a net reduction in determining 2010 Operating NIBTIC, to $1.12resulting in Operating NIBTIC of $2.7 billion. This net reduction primarily reflected the inclusion in Operating NIBTIC of a second-quarter 2010 charge associated with our securities finance operations. The effects of including that charge were partially offset by a slight increase to Operating NIBTIC reflected a 2009 provision due to an increase inapplied by the reserve established in 2007 to address legal exposure related to losses incurred by investors in certain fixed-income strategies managed by State Street Global Advisors, the exclusion from Operating NIBTIC of net interest revenue attributable to accretion of the securities within the portfolios of the asset-backed commercial paper conduits we administer and that we consolidated onto our balance sheet in May 2009, as well as the Committee’sCommittee following its subjective assessment of a variety of capital and balance sheet strength factors, key capital ratios, quality of earnings and risk considerations. Theseconsiderations, including the repositioning of our investment portfolio undertaken in December 2010. The net reductions in Operating NIBTIC for 2010 had the corresponding effect of reducing the formula payout opportunity guideline for each of the current named executive officers.officers under the SEAIP and the long-term incentive plan described below. For a discussion of the factors considered by the Committee in determining amounts awarded under these plans for 2010, see “Determination of 2010 Compensation,” beginning on page 43 of this proxy statement.

Annual Incentive Plan Compensation.We use our Senior Executive Annual Incentive Plan, orthe SEAIP, which has beenpreviously approved by our shareholders, to provide our current named executive officers with annual incentive compensation, the payment of which is dependent upon the achievement of annual financial performance goals. For the 2010 compensation year, the total amount awarded to each current named executive officer under the SEAIP was allocated among the deferred cash and non-deferred cash components of incentive compensation. To implement the SEAIP, the Committee determined in early 2010 that for 2010 each current named executive officer was assigned a payout opportunity expressed as a percentage of 2010 Operating NIBTIC. The percentage payout opportunity for each of the current named executive officers for 2010 (based on 2010 Operating NIBTIC) was as follows: Mr. Hooley, 0.247443%; Mr. Antonellis, 0.115473%; Mr. Phalen, 0.115473%; Mr. Powers, 0.164962%; and Mr. Resch, 0.131970%. The SEAIP allows the Committee to exercise negative discretion to make awards that are less than the payout opportunity. Awards under the SEAIP are intended to qualify for the performance-based compensation exception to the deduction limitation of Section 162(m) of the Internal Revenue Code. The Committee determined in mid-2009 that for 2009, each named executive officer was assignedCode and are subject to a formula payout opportunity expressed as a percentagelimit of Operating NIBTIC for the second half of 2009.

The percentage payout opportunity for each of the named executive officers for 2009 (based on Operating NIBTIC for the second half of 2009) was as follows: Mr. Logue, 0.4415%; Mr. Resch, 0.2649%; Mr. Hooley, 0.2943%; Mr. Phalen, 0.2060%; and Mr. Carp, 0.2353%. For the 2009 awards, the SEAIP limited to $10 million the maximum award payable to any executive. The SEAIP also allowed the Committee to exercise discretion to reduce the amount otherwise received under the terms of the plan to reflect the Committee’s assessment of individual performance during the year, as well as the Committee’s view of the relevant market benchmarks. The Committee determined to exercise its negative discretion to apply the indicated percentage to the reduced amount of Operating NIBTIC, following the Committee’s adjustments described above, for purposes of determining the total amount of each named executive officer’s SEAIP award. That total amount was then allocated among deferred cash, non-deferred cash and performance-based restricted stock units to allow for the Committee’s planned allocation for overall incentive compensation described above.per individual.

Long-Term Incentive Compensation.For 2009,2010, after taking into account base salary and determining the level of annual incentive payments under the SEAIP, the balance of total compensation for the current named executive officers was paid as long-term incentive compensation in the form of four-yearthe performance-based restricted stock units.units described above. The total amount for this type of incentive compensation was determined for each current named executive officer with reference to a formula payout opportunity guideline expressed as a percentage of Operating NIBTIC for the second half of 2009.2010. The percentage payout opportunity guideline, set by the Committee in mid-2009,early 2010, for each of the current named executive officers was the same as the percentage payout opportunity applicable to awards under the SEAIP. Unlike for SEAIP awards, the amount resulting from the long-term incentive award formulapayout opportunity was not subject to a maximum limit. The Committee used the result from this formulapayout opportunity calculation as a guideline in developing each current named executive officer’s total compensation and could increase or decrease the long-term component of that compensation, in its discretion, based upon its subjective assessment of the appropriate amount of compensation. Overall, the Committee granted long-term incentive awards to the named executive officers in amounts below the amounts resulting from the formula (prior to any adjustment to Operating NIBTIC by the Committee). For each named executive officer, this amount reflected the amount of the total incentive award forming part of total compensation less the amount of the officer’s annual incentive award under the SEAIP. All long-term incentive awards were made in the form of four-year performance-based restricted stock units.

Clawback Provisions.The deferred cash and equity incentive compensation awards to our current named executive officers granted as part of our 20092010 compensation process, consisting of deferred cash awards and performance-based restricted stock units, and deferred cash awards, each contain provisions permitting the reduction or cancellation of the amount to be paid under the award, in whole or in part, in the event it is determined that (1) the relevant officer engaged in fraud, gross negligence or any misconduct that was materially detrimental to the interests or business reputation of State Street or any of its businesses or (2) as a result of a material financial restatement or miscalculation or

inaccuracy in the determination of performance metrics, financial results or other criteria, the relevant officer would have received a smaller or no award. In February 2010,The Committee anticipates reviewing the Committee implementedterms of these clawback provisions in light of relevant evolving market practices and regulatory guidance and may in the future alter its approach on this element of its compensation recovery,practices to enhance its alignment with those practices and guidance, including by modifying the events upon which a reduction or “clawback”, provision with respect to 2009 deferred cash and equity incentive compensation following our exit from the TARP Capital Purchase Program in mid-2009 and the associated expirationcancellation of the “clawback” provisions applicable under that program.relevant compensation may occur.

Determination of 20092010 Compensation

As described above in “Total Compensation,” the Committee’s determination of total compensation for each of the current named executive officers, and Mr. Logue’s and Mr. Hooley’s recommendations to the Committee with respect to the total compensation for each of the other current named executive officers, are based upon a subjective analysis of many factors. In general, financial, capital position and other corporate performance measures are the predominant factors in making compensation determinations for the current named executive officers. Where applicable, the Committee and Mr. Hooley, as the case may be, compared selected performance measures, primarily income, expense and shareholder-return measures, to members of the peer group.

Application of Peer Group.While the Committee’s objective was to initially target the total compensation of the current named executive officers at the median of the peer group, duethe roles of two of our current named executive officers, Messrs. Antonellis and Phalen, do not have easily identifiable corresponding positions within the peer group. Even with supplementary market data, developing a true median with which to compare their total compensation is difficult; and therefore the significant variability and anomalous results reflected in the 2008Committee reviewed estimated benchmarks validated by Hewitt. Identifying positions at peer group data, that data was less relevant for purposescompanies with a high degree of evaluating 2009 compensation. Therefore,similarity to those held by Messrs. Hooley, Powers and Resch is not as challenging. Following its complete analysis of a variety of factors, the Committee did not initially target the medianultimately established total compensation for two of our current named executive officers at a level above the peer group described inmedian and for three of our current named executive officers at a level below the 2008 data.peer group median.

Significant Factors.Throughout 2010, the Committee received quarterly updates on, among other things, overall corporate performance, including specific corporate financial, capital and market performance measures and progress against annual corporate goals. In addition althoughto this data, in making specific total compensation determinations for the current named executive officers, the Committee obtained some peer group compensation information for 2009,evaluated, among other things, 2010 financial results and market-share developments by business unit, corporate total shareholder return data, full-year corporate financial performance, including income and expense measures, financial performance relative to peers and achievements under 2010 corporate goals of growing non-U.S. revenue, evolving our operating model, attracting and developing top talent and improving risk management across the 2009 information available to the Committee was limited. However, based on the information available to it, the Committee developed a general understanding of a likely range for total compensation it believed would be consistent with the compensation targeting objectives described in this compensation discussion and analysis and initially targeted that range for total compensation for each of the named executive officers.organization.

In evaluatingCorporate financial performance for 2010 was, overall, stronger than 2009, the Committee referred to several corporate financial and capital position measures. For 2009, the Committee reviewed our actual performancewith increases in three primary financial metrics: operating-basis change in revenue from prior year, operating-basis change in earnings per share from prior year and operating-basis return on equity. As noted, these measures are stated on an operating basis. This formulation adjusts for the financial impact of significant non-recurring events and changes not directly related to operating results. See note 1 on page 36 of this proxy statement. Of these metrics both operating-basis revenue and operating-basis earnings per share represented decreases from 2008 financial performance. The Committee, however, recognized that the results reflectedand revenue. Operating-basis ROE for 2010 was less than in these measures contributed to reducing Operating NIBTIC (prior to the further reductions to Operating NIBTIC resulting from the exercise of the Committee’s discretion). The Committee also recognized that these results were achieved in a challenging market environment. Operating-basis return on equity for 2009, when ROE was 15.6%, within our long-term goal of 14%-17% for that metric.

Corporate financial performance for 2009 was, overall, not as strong as 2008. In addition, the Committee was aware that one element of the significant capital-related actions of 2009 entailed the consolidation onto our balance sheet of the asset-backed commercial paper conduits we administer, which involved an after-tax extraordinary loss of approximately $3.7 billion. The Committee included these considerations in its evaluation of an appropriate level of compensation for the named executive officers. As noted above, the Committee exercised its discretion to reduce the level of Operating NIBTIC against which the annual and long-term percentage payout opportunities would be applied, thereby reducing the formula payout opportunity for each of the named executive officers. Operating NIBTIC (for the last half of 2009) was reduced for these purposes from $1.75 billion to $1.12 billion, reflecting a 2009 provision due to an increase in the reserve established in 2007 to address legal exposure related to losses incurred by investors in certain fixed-income strategies managed by State Street Global Advisors and the exclusion from Operating NIBTIC of net interest revenue attributable to accretion of the securities within the portfolios of the asset-backed commercial paper conduits we administer and that we consolidated onto our balance sheet in May 2009. Also, in the case of Mr. Logue, the amount of total compensation was reduced as a result of a change, due to his planned retirement, in the mix of the allocation of incentive compensation to reflect a greater allocation towards cash-based compensation than was receivedsupported by the other named executive officers.

The Committee also reviewedimplementation of our 2009 capital improvement plan. In 2010, we maintained significant capital levels throughout the year. At December 31, 2010, our tier 1 risk-based capital ratio was 20.5%, our tier 1 leverage ratio was 8.2%, our total risk-based capital ratio was 22.0% and placed significant emphasis on several factors relating to our capital position, including: our regulatory capital ratios relative to applicable minimums; the level of our ratio of tangible common equity to adjusted tangible assets, referred to as theor TCE ratio², which is a non-regulatorywas 7.6%. The Committee noted that, in addition to the capital ratio usedstability represented by these capital ratios, management continued to evaluateexecute on other appropriate initiatives to promote the adequacycompany’s financial and balance sheet flexibility and stability. In particular, the December 2010 repositioning of State Street’s capital levels; trends in the unrealized losses in our investment portfolio;portfolio constituted a significant achievement to enhance our capital ratios under evolving regulatory capital standards, increase our balance sheet flexibility in deploying our capital and reduce our exposure to certain asset classes. Other 2010 factors supporting the achievement of our corporate credit ratings. The capital ratios and trends in unrealized losses were viewed favorablyobjectives noted by the Committee. The Committee however, also noted January 2009 slight downgrades of our long-term senior unsecured debt and of our senior deposit ratings, with our short-term ratings unaffected.included:

The Committee also recognized the following significant corporate developments during 2009:

The Committee’s determination of the 2009 total compensation for each of the named executive officers was based predominantly upon its overall assessment of the above factors of corporate performance. The Committee considered this overall corporate performance to be positive both in absolute terms and relative terms, in light of market developments in the financial services sector, particularly the prolonged and continuing market disruption. In particular, the Committee found the initiatives taken to improve the company’s capital position and the actions taken to acquire targeted opportunities aligned with the company’s strategic goals to be strong. These positive results are reflected in the Committee’s total compensation awards for each of the named executive officers. On an individual basis, the Committee recognized, in particular, the contributions of Messrs. Hooley and Phalen in managing our efforts to enter into strategically aligned acquisition agreements, the leadership of Mr. Resch in directing the various capital-related achievements of 2009 and the judgment of Mr. Carp in

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the December 2010 announcement of our planned multi-year global program designed to enhance service excellence and innovation, deliver increased efficiencies in our operating model and position us for accelerated growth; and

responding

The Committee also believed that it appropriately addressed the negative effect of the second-quarter 2010 charge associated with our securities finance operations by, as noted above, specifically including the effects of that charge within the determination of Operating NIBTIC for 2010 compensation purposes, thereby reducing the payout opportunity for each of the current named executive officers. The Committee included these considerations in its evaluation of the appropriate level of compensation for the current named executive officers.

Individual Factors.The Committee’s determination of the 2010 total compensation for each of the current named executive officers was based predominantly upon its overall assessment of the above factors referenced under “Significant Factors.” The Committee considered this overall corporate performance to a varietybe positive both in absolute terms and relative terms, in light of legal and regulatory issues stemming frommarket developments in the financial services sector, particularly the continuing overall market crisis. In addition,instability. These positive results are reflected in the Committee noted Mr. Hooley’s planned appointment as Chief Executive Officer and Mr. Carp’s recent appointment as interim Chief Risk Officer. With respect to Mr. Logue,Committee’s total compensation awards for each of the current named executive officers. On an individual basis, the Committee recognized, his leadership throughoutin particular, the market crisis and his contribution to all of the above actions and initiatives.contributions of:

Based on the above, the Committee determined the 20092010 total compensation for each of the current named executive officers as follows:

Relationship of Total Compensation to Summary Compensation Table and Related Tables

The table above reflects the process and philosophy by which the Committee calculated executive compensation in respect of 20092010 and is intended to assist shareholders in understanding the elements of total compensation as determined by the Committee. This information differs from the calculation of total compensation in accordance with the rules of the SEC. The table below under the heading “–Summary Compensation Table” reflects the SEC methodology. The following discussion describes the relationship between the amounts reported in the table above and those amounts reported in the Summary Compensation Table and related tables.While the table above is presented to explain how the Committee determines compensation, the table and its accompanying disclosure are not a substitute for the tables and disclosures required by the SEC’s rules. The tables and related disclosures required by the SEC rules begin on page 46.49 of this proxy statement.

Cash Compensation. The base salary paid and the cash portion, both non-deferred and deferred, of the annual incentive awards for 20092010 are set forth in columns (c) and (g), respectively, of the Summary Compensation Table, respectively.Table. The base salary rate for each current named executive officer in 2009,2010, the non-deferred cash portion of incentive awards for 20092010 and the deferred cash portion of incentive awards for 20092010 are reflected in the table above under the headings “Base Salary”,Salary Rate,” “Annual Incentive Awards – Non-Deferred Cash” and “Annual Incentive Awards – Deferred Cash”,Cash,” respectively.

Equity Compensation. As to equity compensation, the table above reflects incentive compensation equity awards on account offor the year they are awarded even if the actual grant date is later. In contrast, the Summary Compensation Table and related tables are required under SEC rules to reflect the amount of equity compensation in the year it is actually awarded. Therefore, while both the table above and the Summary Compensation Table and related tables each reflect the amount of equity compensation, as calculated by the Committee, they reflect the equity compensation attributable to different years, as viewed by the Committee. From the Committee’s perspective the amounts in the equity compensation columns of the Summary Compensation Table for 20092010 represent the equity compensation for the year 20082009 that was actually awarded in 2009.2010. This occurs because, as noted above, State Street’s annual compensation cycle concludes at the end of February or in early March of the succeeding year. However, in addition, for 2009,2010, the Summary Compensation Table also reflects the retention awardsrestricted stock award granted to our named executive officers (other than Mr. Logue)Powers in October 2009. These retention awards areJune 2010. This award is not reflected in the table above, as, consistent with past practice, the Committee does not conceptually view themit to be a part of total compensation. The awards were granted under the unique circumstance of a management

transition and were designed specifically to encourage the long-term stability and continuitycompensation awarded as part of the senior executiveregular annual compensation cycle. The award was granted outside of the ordinary annual compensation cycle to recognize and highlight the progress SSgA had achieved under Mr. Powers’ leadership team.in advancing its management, organizational and operational structure and enhancing its risk and compliance functions to address issues arising out of the financial crisis. The award has vesting and other provisions designed to promote retention of Mr. Powers’ services and skills.

Total Compensation. The amounts disclosed in the table above under the heading “2009“2010 Total Compensation” and the amounts reported in column (j) of the Summary Compensation Table differ for two principal reasons. First, the equity awards in the Summary Compensation Table, as required by the SEC rules, represent awards made for prior years and, in the case of 2009,2010 for Mr. Powers the granting of retention awards.above-described restricted stock award. Second, the 2009 totaltotals in the Summary Compensation Table includesinclude amounts relating to the change in pension value during 2009,the relevant year, which the Committee did not view conceptually as a component of 20092010 total compensation awarded as part of the regular annual compensation cycle and therefore did not include in its calculation. As in the past, meaningful data from the peer group regarding increases in pension value waswere not available and, therefore, could not be readily used as a quantitative factor in evaluating compensation relative to the peer group.

Retention and Transition Awards

On October 22, 2009, the The Committee approved retention awards in the form of restricted stock or deferred stock to thealso was aware that, effective January 1, 2008, for our current named executive officers, except Mr. Logue. The awards were designed to encourage the long-term stability and continuity of the senior executive leadership team in light of the then upcoming Chief Executive Officer transition.

The retention awards have vesting and other provisions designed to promote retention of the services and skills of those executives. In particular, the award for Mr. Hooley will vest ratably over a period of five years, one-fifth per year beginning on November 1, 2010, and the awards for Messrs. Resch, Phalen and Carp will vest ratably over a period of three years, one-third per year beginning on November 1, 2010. Each executive officer is required to retain vested shares, net of tax withholding, for one year after the applicable vesting date. The awards will be forfeited, to the extent not then vested, if the executive retires or voluntarily terminates his employment. The awards continue to vest if the executive’s employment is terminated by the company other than for cause. Among the retention awards approved were awards of 214,225 shares to Mr. Hooley, 128,535 shares to Mr. Resch, 107,113 shares to Mr. Phalen and 128,535 shares to Mr. Carp. The Committee determined the amount of the award for each executive after a review of the relevant executive’s individual role and contributions to the company, State Street stock holdings and historical compensation, as well as in consideration of the relative share holdings and historical compensation for, and amount of transition awards granted to, other senior executives.

Mr. Logue did not receive a retention award but on November 18, 2009 was granted a transition award of $6 million, payable in deferred cash. The transition award will vest and be paid to Mr. Logue on January 2, 2011, subject to Mr. Logue completing in full his service as Chief Executive Officer through March 1, 2010 and as non-executive Chairman of the Board of Directors through January 1, 2011. This transition award recognizes Mr. Logue’s ongoing contributions in leading State Street and the importance to the company of retaining the benefit of his leadership and experience during the transition period. The form and amount of the award took into consideration the compensation history of Mr. Logue over the last several years, including the significant level of State Street stock ownership by Mr. Logue, and the relative compensation of State Street’s senior executive officers. The amount of the transition award is therefore representative of the significant roles Mr. Logue will be undertaking, but is of less value than he received in prior years as an incentive award or than he might have received had he been granted a retention award commensurate with those made to other of State Street’s senior executive officers in October 2009. The Committee and the other independent directors believe, in light of the unprecedented volatility in the financial services industry, recent observations concerning leadership succession processes at other financial services companies and the detailed planning and attention required for a successful succession, that there is significant value to State Street andwe began transitioning all of its stakeholdersour defined benefit retirement plans to having Mr. Logue continue to participate fully in promoting a smooth succession process; thus providing the additional stabilitydefined contribution plans and that he is uniquely qualified to offer, given his long-standing dedication and service to State Street. By structuring the deferred cashall related transition award to vest in a single installment at the conclusionperiods were completed as of Mr. Logue’s term asDecember 31, 2010.

non-executive Chairman of the Board, the Board and the Committee designed the award to reward Mr. Logue for remaining actively involved in the transition process through January 1, 2011.

Other Elements of Compensation

We offer our current named executive officers the following additional elements of compensation.

Retirement Benefits

We maintain a frozen qualified defined benefit pension plan for certain U.S. employees that determines benefits, in general, based on an account balance that is increased annually by interest credits. Through 2007, the plan also provided for annual pay credits to each participant’s account balance. We amended the plan effective January 1, 2008, to freeze participation and all future pay credits, with the exception of a three-year transition arrangement provided to certain participants who meet a specified combination of age and completed years of service on that date. In place of future pay credits under the qualified defined benefit pension plan, we doubled our employer matching contribution to the State Street 401(k) plan and introduced a performance-based element to the 401(k) plan.

Because pension benefits under our broad-based plan are limited by Internal Revenue Code restrictions, we maintain two frozen supplemental programs: one, with broader eligibility, that is designed to make up for limits imposed by the qualified plan or by the Internal Revenue Code on qualified-plan benefits, and a second that was originally designed to provide, together with other retirement programs, pension benefits for vested participants equal generally to a specified percentage of their compensation. The latter plan now provides for two separate benefit components: a traditional defined benefit component, which was frozen effective January 1, 2008, with certain participants, including all of the current named executive officers (other than Mr. Powers), receiving transition benefits for a period that generally endsended at the end of 2009, and a new defined contribution component. Due to the special circumstances of theirhis late career hiringshiring to a senior positions,position, Mr. Resch will receivereceived transition benefits through the end of 2010, and Mr. Carp will receive transition benefits through the end of 2013.2010. We provide these plans because we believe they assist in recruiting and retaining executives and are consistent with the practice at many of the companies in our peer group. These plans are described below under the heading “– Pension“Pension Benefits as of December 31, 2009.”2010” beginning on page 57 of this proxy statement.

Deferred Compensation

We maintain a nonqualified deferred compensation plan that allows executive officers and others to defer salary and the cash portion of annual incentive bonuses and to receive a return based on one or more notional investment options available to be elected by the participant, currently a money market fund, three SSgA funds and a State Street common stock fund. The nonqualified deferred compensation plan also supplements deferrals made under our tax-qualified 401(k) plan. The notional investment options under the plan reflect the investment experience of investments available in the market. We provide these nonqualified deferred compensation benefits because, in our experience, most companies of our size provide a similar benefit to their highly compensated employees. This plan is described below under the heading “– 2009“2010 Nonqualified Deferred Compensation”. beginning on page 60 of this proxy statement.

Perquisites

We provide a modest level of perquisites, such as financial planning, annual physicals and personal liability coverage, to our current named executive officers. We provide these benefits because we believe that some level of personal benefits is necessary as part of a competitive compensation arrangement for senior executives. In addition, we provide a driver and other security benefits to our chief executive officer and our president,vice chairman, and we offer parking benefits to our other current named executive officers. We do not provide a tax gross upgross-up for the income attributable to any perquisite for our current named executive officers.

Change of Control Agreements

The general structure of our change of control agreements with our current named executive officers was put in place in 1995 after consideration of appropriate measures to retain key employees in light of a then-threatenedthen-

threatened hostile bid to acquire State Street; although theStreet. The terms of the agreements have been revised on separate occasions over the past several years (most recently in October 2009) as part of the Committee’s continued review of the purpose and benefits of these agreements, in light of evolving market practices and trends. Under this program each of our current named executive officers is a party to an agreement entitling him to specified change of control benefits. We have continued to provide these agreements because we believe that providing some protection in the event of a change of control is necessary to attract and retain high quality executives and to keep their attention on the business during the period leading up to a possible change of control. AsOur change in control arrangements are further described in our proxy statement for our 2009 annual meeting of shareholders, the Committee conducted a review of the existing change of control agreements in connection with its 2009 compensation process. As a result of this review, described further abovebelow under the heading “– Process and Procedures for Considering and Determining Executive and Director Compensation – Executive Compensation”,“Potential Payments Upon Termination Or Change of Control—Change of Control” beginning on October 22, 2009 the Committee approved amendments to the changepage 61 of control agreements with our named executive officers designed to reduce the overall benefits available under those agreements.this proxy statement.

The principal amendments to the agreements were as follows:

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Each change of control agreement provides for two years’ continued employment after a change of control on terms commensurate with those previously in effect, including base salary at an unreduced rate and a minimum cash bonus. As amended, the minimum annual cash bonus payable to the officer during the two-year employment period following a change of control is set at the target bonus amount applicable to the officer for the fiscal year in which the change of control occurs. Prior to the amendments, this minimum bonus was the amount (when expressed as a percentage of base salary) of the bonus paid to the officer for the last full fiscal year preceding the change of control.

Executive Equity Ownership Guidelines, Practices and Policies

State Street believes that executive stock ownership is an important mechanism to promote alignment of our executives’ interests with those of our shareholders and to effectively incent our executives to meet our financial, operational and strategic goals. In order to foster these benefits appropriately, we have implemented several practices, policies and guidelines. These include:

Stock Ownership Guidelines.We have stock ownership guidelines that apply to all executive officers. The target level of stock ownership is the lesser of 100,000 shares or shares valued at $5,000,000 for the chief executive officer, the lesser of 40,000 shares or shares valued at $2,000,000 for other members of our Management Committee, (formerly known as the Operating Group), representing our senior-most policy making executive officers, and 10,000 shares or shares valued at $500,000 for all other executive officers. The level of ownership is calculated on the date that we use for the beneficial ownership table in our annual meeting proxy statement and by reference to the closing price of our common stock on the New York Stock ExchangeNYSE on that date. ThereThe achievement of these levels is phased-in over a phase-in period of five years, to achieve these levels, with the first year commencing on the first January 1 after the person becomes an executive officer. The executive is expected to attain the expected ownership level ratably over five years. As of March 5, 2010,1, 2011, the stock ownership of each of our current named executive officers exceeded the expected level of ownership under these guidelines.

Securities Trading Policy; No Hedging or Speculative Trading; Rule 10b5-1 Plans.State Street has a Securities Trading Policy, reviewed and approved annually by the Board of Directors, that contains specific provisions and trading restrictions designed primarily to assist our executive officers, and other designated employees with access to sensitive information, in their compliance with U.S. federal securities laws in connection with their trading in State Street securities. The policy also contains prohibitions against selling State Street securities short, engaging in options trading or hedging transactions in State Street securities and engaging in speculative trading in State Street securities. Limited exceptions to these prohibitions, relating to events associated with equity compensation and employee benefit plans, apply. The policy contemplates that individuals, including our executive officers, may enter into trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate executives to prearrange sales of their company’s securities in a manner that avoids concerns about initiating stock transactions while in possession of material non-public information. Our executive officers may, from time to time, adopt trading plans under Rule 10b5-1 and effect transactions in our securities under those plans on a predetermined basis. The Securities Trading Policy is in addition to the generally applicable requirements in the State Street Standard of Conduct, applicable to all employees, that their trading activities must be in compliance with applicable law and that they may not trade on the basis of material non-public information.

Equity Grant Policy.The Committee has adopted an Equity Grant Policy of general applicability, as described below:

Pursuant to authority delegated by the Board, and subject to any limitations that the Board or the Committee may establish, a single-person or other committee of the Board may make annual grants to persons other than executive officers on the date of the scheduled meeting in February or March.

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Grants of equity awards to executive officers in connection with new hirings, promotions, special recognition, retention or other special circumstances are made by the Committee. Awards to other individuals may be made either by the Committee or, subject to any limitations that the Board or the Committee may establish, a committee of the Board composed of (1) the Chairman of the Board, (2) the Chief Executive Officer, (3) the Chairman of the Committee or (4) the Chairman of the Committee along with any other member of the Committee. This type of award may be granted on the date of a scheduled meeting of the Committee, a scheduled meeting of the Board or the last business day of a calendar month.

Compensation Committee Report

The Executive Compensation Committee furnishes the following report:

The Committee has reviewed and discussed the Compensation Discussion and Analysis with State Street management. Based on this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by,

Richard P. Sergel, Chair

Amelia C. Fawcett

Linda A. Hill

Robert S. Kaplan

Robert E. Weissman

Summary Compensation Table¹

award will be forfeited, to the extent not then vested, if Mr. Powers retires or voluntarily terminates his employment. The award continues to vest if Mr. Powers’ employment is terminated by us other than for cause. The amount in the “Stock Awards” column for Mr. Powers also includes a February 2010 award of 4,446 shares of deferred stock granted as part of his defined contribution Executive Supplemental Retirement Plan (ESRP) benefit.