EXHIBIT 10
STATE STREET CORPORATION
401(k) RESTORATION AND VOLUNTARY DEFERRAL PLAN
Effective July 1, 1999
TABLE OF CONTENTS
ARTICLE I NAME AND PURPOSE OF PLAN AND DEFINITIONS.......................................................... 1
1.1 Name and purpose.......................................................................... 1
1.2 Definitions............................................................................... 1
ARTICLE II ELIGIBILITY AND PARTICIPATION.................................................................... 5
2.1 Eligibility............................................................................... 5
2.2 Commencement of participation............................................................. 5
2.3 Cessation of eligibility.................................................................. 7
ARTICLE III DEFERRED COMPENSATION AGREEMENTS, MATCHING CREDITS, NOTIONAL INVESTMENT OF ACCOUNTS............. 8
3.1 Deferred Compensation Agreement. ........................................................ 8
3.2 Deferrals must be elected in advance...................................................... 8
3.3 Amount of deferrals....................................................................... 9
3.4 Changes in Deferred Compensation Agreement................................................ 10
3.5 Deferred Compensation Agreement effective on
Plan Administrator's approval........................................................... 10
3.6 Matching Credit. ......................................................................... 10
3.7 Notional investment of Accounts. ........................................................ 10
3.8 Accounting. ............................................................................. 11
ARTICLE IV VESTING.......................................................................................... 12
4.1 Vesting of Accounts....................................................................... 12
ARTICLE V PLAN DISTRIBUTIONS................................................................................ 13
5.1 Time of payment; in general............................................................... 13
5.2 Option to elect payment at a specified date;
changes in distribution election........................................................ 14
5.3 Amount and form of payment; special rules for death and disability........................ 16
5.5 Hardship withdrawals...................................................................... 18
5.6 Certain tax matters....................................................................... 18
5.7 Distribution of taxable amounts........................................................... 19
ARTICLE VI ADMINISTRATION OF THE PLAN....................................................................... 20
6.1 Plan Administrator........................................................................ 20
6.2 Outside services.......................................................................... 20
6.3 Indemnification........................................................................... 20
6.4 Claims procedure.......................................................................... 21
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ARTICLE VII AMENDMENT AND TERMINATION....................................................................... 23
7.1 Amendment; termination.................................................................... 23
7.2 Effect of amendment or termination........................................................ 23
ARTICLE VIII MISCELLANEOUS PROVISIONS....................................................................... 24
8.1 Source of payments........................................................................ 24
8.2 Other arrangements made subject to the Plan............................................... 24
8.3 No warranties............................................................................. 25
8.4 Inalienability of benefits................................................................ 25
8.5 Expenses.................................................................................. 25
8.6 No right of employment. ................................................................. 25
8.7 Headings.................................................................................. 25
8.8 Acceptance of Plan terms. ............................................................... 25
8.9 Construction.............................................................................. 26
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ARTICLE 1
NAME AND PURPOSE OF PLAN AND DEFINITIONS
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1.1 Name and purpose. State Street Corporation established the Plan effective
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as of July 1, 1999. The purpose of the Plan is twofold: to permit
Participants to defer base pay and incentive pay in amounts exceeding those
that may be deferred under the Basic Plan; and to make up, in the form of
additional credits under the Plan, for certain matching contributions that
cannot be made under the Basic Plan.
The Plan is not intended to be qualified under Code (S) 401(a). The
obligations of the Corporation and its subsidiaries under the Plan are
intended to remain at all times unfunded for purposes of the Code and
ERISA, and no Participant or Beneficiary shall have any rights under the
Plan that are greater than those of an unsecured general creditor.
1.2 Definitions. Capitalized terms have the meaning set forth below unless a
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different meaning is required by the context:
(1) "Account" means the bookkeeping account (or, as the context requires,
the balance of the bookkeeping account) maintained by the Plan
Administrator to reflect an Employer's obligations under the Plan with
respect to any or all, as the context requires, of the following with
respect to a Participant: elective deferrals (if any), Matching
Credits (if any), and notional investment experience relating to
either or both of the foregoing. The fact that the Plan Administrator
maintains an Account for a Participant or Beneficiary does not require
that the Employer's obligations represented by that Account be funded
in any way or that the Participant or Beneficiary, as the case may be,
has any
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right or claim (other than that of an unsecured general creditor) to
any assets of the Employer.
(2) "Applicable Compensation" has the same meaning as in the Basic Plan,
determined without regard to the limitations of Code (S) 401(a)(17)
(or the comparable limitations in the Basic Plan) and without regard
to any exclusion for amounts electively deferred under the Plan.
(3) "Basic Plan" means the State Street Corporation and Certain Related
Companies Salary Savings Program.
(4) "Beneficiary" means the person or persons designated by the
Participant in writing, subject to such rules as the Plan
Administrator may prescribe, to receive benefits under the Plan in the
event of the Participant's death. In the absence of an effective
designation at the time of the Participant's death, the Participant's
Beneficiary shall be his or her surviving spouse, or, if the
Participant is then unmarried or his or her spouse does not survive,
the Participant's estate.
(5) "Board" means the Board of Directors of State Street Corporation.
(6) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(7) "Deferred Compensation Agreement" means the written agreement
described in Section 3.1.
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(8) "Effective Date" means July 1, 1999.
(9) "Employee" means, except as otherwise provided by the Plan
Administrator, an individual employed by the Employer who is on the
Quincy, Massachusetts payroll.
(10) "Employer" means any or all, as the context requires, of State Street
Corporation and any other related company that adopts this Plan with
State Street Corporation's approval. Except as otherwise provided in
Section 5.1, an individual employed by an Employer shall be
considered to have suffered a termination of employment when the
Employer (or the division or other business unit of the Employer
where the individual is employed) is sold or otherwise disposed of in
a transaction described in Section 5.1(i).
(11) "Entry Date" means July 1, 1999 and any subsequent January 1.
(12) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
(13) "Incentive Pay" means an Employee's cash bonus and/or cash incentive
pay payable under a bonus and/or incentive plan maintained by the
Employer, other than (i) any such bonus or incentive pay that is
automatically deferred pursuant to the terms of such bonus and/or
incentive plan, and/or (ii) any such bonus or incentive pay that is
payable under a plan or program that is determined by the Plan
Administrator to be ineligible for deferral under the Plan.
(14) "Matching Credit" means an amount credited under Section 3.6.
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(15) "Participant" means an Employee who meets the eligibility
requirements of the Plan and elects to participate in the Plan, or
who has an Account under the Plan.
(16) "Plan" means the State Street Corporation 401(k) Restoration and
Voluntary Deferral Plan, as from time to time amended and in effect.
(17) "Plan Administrator" means the Plan Administrator appointed pursuant
to Section 6.1.
(18) "Plan Year" means the period July 1 through December 31, 1999 and
each calendar year thereafter.
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ARTICLE 2
ELIGIBILITY AND PARTICIPATION
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2.1 Eligibility. An Employee is eligible to participate in the Plan for a Plan
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Year only if:
(1) his or her annual rate of Applicable Compensation, determined as of
the October 1 immediately preceding the beginning of the Plan Year
(April 1, 1999 in the case of the first Plan Year) is not less than
the dollar limit for the Plan Year under Code (S) 401(a)(17); and
(2) he or she has the title of vice president (or equivalent) or higher.
It is intended that eligibility to participate in the Plan shall in all
events be limited to a "select group of management or highly compensated
employees" as that term is used in ERISA Sections 201(2), 301(a)(3) and
401(a)(1) (a "top-hat group"), and to that end the Plan Administrator shall
have the right to limit eligibility selectively by excluding from
eligibility any individual who, although satisfying the requirements of (a)
and (b) above, may not, in the determination of the Plan Administrator, be
treated as includible in a "top-hat group."
2.2 Commencement of participation.
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(1) Employees hired before 2000:
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(1) If an Employee is hired on or before April 1, 1999 and is
otherwise eligible to participate in the Plan, he or she may
elect to commence
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participation effective July 1, 1999 or on any subsequent January
1 provided he or she continues to be eligible.
(2) If an Employee is hired after April 1, 1999 and on or before
December 31, 1999, and is otherwise eligible to participate in
the Plan, he or she may elect to commence participation according
to the following table:
Date of hire Date of initial participation
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April 2 through September 30, 1999 January 1, 2000 or any subsequent
January 1 while eligible
October 1 through December 31, 1999 January 1, 2001 or any subsequent
January 1 while eligible
(2) Employees hired after 1999: If an Employee is hired after 1999
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and is otherwise eligible to participate, he or she may elect to
commence participation according to the following table:
Date of hire Date of participation
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January 1 through September 30 January 1 following date of hire or
any subsequent January 1 while
eligible
October 1 through December 31 Second January 1 following date of
hire or any subsequent January 1
while eligible
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2.3 Cessation of eligibility. If after commencing participation in the Plan a
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Participant's annual rate of Applicable Compensation falls below the
limitation amount then applicable under Code (S) 401(a)(17), the
Participant's participation in the Plan shall promptly be adjusted as
follows: (i) until such time as the Participant's annual rate of Applicable
Compensation again exceeds the applicable limitation amount under Code (S)
401(a)(17), the Participant shall be ineligible to elect deferrals from
Applicable Compensation, and any prior election shall be suspended insofar
as it relates to Applicable Compensation; (ii) no additional Matching
Credits shall be made to the Participant's Account; but (iii) the
Participant (so long as he or she is not otherwise ineligible to continue
active participation in the Plan) may continue to elect deferrals from
Incentive Pay (and any prior election shall continue to be given effect
insofar as it relates to Incentive Pay), and the Participant's Account
shall continue to be adjusted for notional earnings or other notional
investment experience. If after commencing participation in the Plan a
Participant ceases to have the title of vice president (or equivalent) or a
higher title, all additional deferrals and Matching Credits under the Plan
shall cease effective with the next Plan Year; provided, that the
Participant's Account shall continue to be adjusted for notional earnings
or other notional investment experience.
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ARTICLE 3
DEFERRED COMPENSATION AGREEMENTS,
MATCHING CREDITS, NOTIONAL
INVESTMENT OF ACCOUNTS
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3.1 Deferred Compensation Agreement. An eligible Employee may elect to defer a
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portion of his or her Applicable Compensation and/or Incentive Pay by
entering into a Deferred Compensation Agreement. Amounts deferred shall be
credited to the Participant's Account as soon as practicable after the
deferral is withheld from pay.
3.2 Deferrals must be elected in advance.
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(1) Deferrals from Applicable Compensation. Insofar as it relates to
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Applicable Compensation, a Deferred Compensation Agreement must be
received and accepted by the Plan Administrator prior to the
applicable Entry Date for the Plan Year in which the Applicable
Compensation is to be earned (or by such earlier date as the Plan
Administrator may prescribe).
(2) Deferrals from Incentive Pay. Insofar as it relates to Incentive Pay,
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a Deferred Compensation Agreement must be received and accepted by the
Plan Administrator prior to the Entry Date for the Plan Year in which
the Incentive Pay is to be earned (or by such earlier date as the Plan
Administrator may prescribe); provided, that the initial Deferred
Compensation Agreement of a Participant commencing participation as of
July 1, 1999 may apply to all Incentive Pay earned by the Participant
for calendar year 1999 and not yet payable as of July 1, 1999.
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(3) Year by year deferrals. Except as otherwise determined by the Plan
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Administrator, a new Deferred Compensation Agreement must be timely
executed for each Plan Year.
3.3 Amount of deferrals.
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(1) Applicable Compensation. For each Plan Year an eligible Employee may
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elect to defer the excess, if any, of (i) an amount selected by the
Participant from 6% to 15%, in whole percentages, of his or her
Applicable Compensation for the Plan Year, over (ii) the dollar
limitation in effect for the Plan Year under Code (S) 402(g)
(provided, that for the short first Plan Year the amount described in
this clause shall be $5,000). Notwithstanding the foregoing, the Plan
Administrator may require a minimum deferral greater than 6% of
Applicable Compensation or impose a maximum limit that is less than
15% of Applicable Compensation.
(2) Incentive Pay. An eligible Employee may elect to defer up to 100% of
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his or her Incentive Pay for a Plan Year, subject to the requirements
of this subsection. The election to defer Incentive Pay may specify
either the percentage amount to be deferred (in increments of 25%) or
a whole dollar amount not less than $5,000; provided, that if the
eligible Employee's total Incentive Pay for the Plan Year turns out to
be less than $5,000, no portion thereof shall be deferred; and further
provided, that if the eligible Employee's total Incentive Pay for the
Plan Year is greater than $5,000 but the eligible Employee made a
percentage deferral election that if literally applied would result in
a deferral of less than $5,000, the amount deferred shall be $5,000.
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3.4 Changes in Deferred Compensation Agreement. An eligible Employee may
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not change the amount he or she elects to defer under a Deferred
Compensation Agreement after the beginning of the Plan Year to which the
Agreement applies.
3.5 Deferred Compensation Agreement effective on Plan Administrator's approval.
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A Deferred Compensation Agreement shall become effective only if accepted
and approved by the Plan Administrator.
3.6 Matching Credit. For each Plan Year in which an eligible Employee enters
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into a Deferred Compensation Agreement with respect to his or her
Applicable Compensation, a Matching Credit shall be added to his or her
Account equal to the excess of (a) 3% of the Participant's Applicable
Compensation for the Plan Year over (b) the maximum matching employer
contribution which could have been made for the benefit of a participant
under the Basic Plan for the Plan Year. Matching Credits shall be added to
the Participant's Account monthly.
3.7 Notional investment of Accounts. All Accounts hereunder shall be adjusted
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for notional (hypothetical) investment experience as described in this
Section. The Plan Administrator shall designate for purposes of the Plan
one or more existing investment or investment-fund alternatives (each, a
"Tracking Option"), and shall give each Participant and the Beneficiary of
each deceased Participant for whom an Account continues to be maintained
the opportunity to allocate his or her Account(s) and/or additional
deferrals or Matching Credits among the available Tracking Options. Amounts
allocated under the Plan to a Tracking Option shall be treated as though
notionally invested in that Tracking Option. In the absence of an
affirmative allocation by a Participant or Beneficiary, the Plan
Administrator may designate a default Tracking Option and treat the
Account(s), deferrals or Matching Credits, as the case may be, (or such
portion thereof as shall not have been affirmatively allocated by the
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Participant or Beneficiary) as being notionally invested in the default
Tracking Option. The Plan Administrator shall periodically adjust Accounts
to reflect increases or decreases attributable to these notional
investments. Except as otherwise determined by the Plan Administrator, a
Participant or Beneficiary may make notional investment changes once per
calendar month. The Plan Administrator may prescribe such rules as it deems
appropriate to carry out the purposes of this Section, including rules that
offer a return of notional interest (for example, as in a bank savings
account) as a Tracking Option. The Plan Administrator may at any time and
from time to time eliminate or add Tracking Options or substitute a new for
an existing Tracking Option, including with respect to balances already
notionally invested under the Plan. An Employer may, but need not, purchase
securities or other investments with characteristics similar to the
Tracking Options from time to time offered under the Plan, but any such
securities or other investments shall remain part of the Employer's general
assets in the event of insolvency or bankruptcy.
3.8 Accounting. The Plan Administrator shall maintain such accounts and
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prepare such reports as it considers to be necessary or appropriate to
carry out the purposes of the Plan. In addition to the adjustments to
Accounts referred to in Section 3.7 above (to reflect notional investment
experience), the Plan Administrator shall increase each Account to reflect
additional deferrals or Matching Credits and shall decrease the Account to
reflect withdrawals or distributions.
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ARTICLE 4
VESTING
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4.1 Vesting of Accounts. Each Participant shall be one hundred percent (100%)
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vested at all times in his or her Account. The fact that a Participant is
fully vested in his or her Account shall not give the Participant (or his
or her Beneficiary) any right to receive the value of such Account (as the
same may from time to time be adjusted) except in accordance with the terms
of the Plan.
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ARTICLE 5
PLAN DISTRIBUTIONS
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5.1 Time of payment; in general. Each Participant shall elect, in connection
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with his or her commencement of participation in the Plan, whether his or
her benefits under the Plan are to be received or are to commence at
termination of employment whenever occurring or, alternatively and subject
to Section 5.2 below, are to be received or are to commence at a specified
future date. In the absence of an affirmative election, the Participant
shall be deemed to have elected to receive (or to commence to receive) his
or her benefit upon termination of employment. Except as otherwise provided
in the Plan, a Participant's election or deemed election in connection with
commencement of participation in the Plan shall govern the distribution of
all deferrals and credits under the Plan with respect to the Participant.
The Participant's Employer (or, if there is more than one Employer, the
Participant's several Employers on such allocated basis as the Plan
Administrator determines) shall pay or commence to pay the benefit owed to
the Participant or his or her Beneficiary under the Plan on or as soon as
practicable following the date or event entitling the Participant or his or
her Beneficiary(ies) to a distribution.
For all purposes of the Plan, if (i) a Participant is working for an
Employer (or a division or business unit of an Employer) that is sold or
otherwise disposed of, or whose assets are sold are otherwise disposed of,
in a transaction or a series of related transactions (a "transaction"), and
(ii) the acquiring or surviving entity or an affiliate thereof assumes the
Employer's obligations under the Plan with respect to the Participant, and
(iii) following the transaction, the Participant continues to work for the
acquiring or surviving entity or an affiliate thereof, the Participant
shall not be treated as having suffered a "termination of employment" until
such time as his or her
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employment with the acquiring or surviving entity and its affiliates
terminates. Rules similar to the rule set forth in the immediately
preceding sentence shall apply to any subsequent sale or disposition of the
business for which the Participant is working.
5.2 Option to elect payment at a specified date; changes in distribution
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election. At the time a Participant first elects to make a deferral under
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the Plan, he or she may elect that Plan benefits be distributed (or if
distributable in installments, commence to be distributed) as of a fixed
date not earlier than five (5) years following the date of initial
participation, subject to the following rules:
(1) All amounts deferred by the Participant or credited to his or her
Account during the period between the election of a specified future
distribution date and the occurrence of such date shall be distributed
or commence to be distributed as soon as practicable following the
occurrence of such date. For the Plan Year in which the specified
distribution date falls, no deferrals under Section 3.3(a) may be made
with respect to Applicable Compensation earned after the specified
date.
(2) If the specified distribution date occurs before termination of
employment, the Participant's benefit shall be paid out in a single
lump sum as soon as practicable following the specified date;
(3) If the Participant's termination of employment occurs before the
specified distribution date and before the Participant has both
attained age 55 and completed at least five (5) years of employment
with the Employer, the Participant's benefit shall be paid out in a
single lump sum as soon as practicable following termination of
employment;
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(4) If the Participant's termination of employment occurs after the
Participant has attained age 55 and completed at least five (5) years
of employment, but before the specified date, the Participant's
specified-date election shall remain in effect and the Participant's
benefit shall be distributed (or if distributable in installments,
commence to be distributed) as soon as practicable following the
specified distribution date; and
(5) If the Participant should die before the specified distribution date,
his or her benefit shall be paid in a single lump sum to his or her
Beneficiary or Beneficiaries as soon as practicable following death.
Once distribution of a Participant's Account has been made in connection with
the occurrence of a specified distribution date under this Section 5.2, the
Participant (if then still eligible under Section 2.1 to participate in the
Plan) may elect that future deferrals be distributed (or commence to be
distributed) either upon termination of employment whenever occurring or,
subject to the rules of this Section 5.1, upon the occurrence a new specified
distribution date not fewer than five (5) years in the future; provided, that in
the absence of an effective election made not later than the close of the Plan
Year in which the distribution occurred, the Participant shall be deemed to have
elected that future deferrals be distributed (or commence to be distributed)
upon termination of employment. The election of new, future specified
distribution dates in accordance with the preceding sentence shall not be
considered a one-time change for purposes of Section 5.4. However, if a
Participant has at any time elected or been deemed to have elected a
distribution upon termination of employment, any subsequent election to specify
a fixed future distribution date (not fewer than five (5) years in the future)
shall be deemed a one-time change for purposes of Section 5.4. Moreover, any
election to extend an already elected specified future distribution date shall
be considered a change subject to the one-time change rules of Section 5.4. The
Plan Administrator may prescribe additional rules to carry out the purposes of
this Section and Section 5.4.
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5.3 Amount and form of payment; special rules for death and disability.
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(1) Amount of benefit. The benefit payable to any Participant or
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Beneficiary in the Plan shall be balance of his or her Account,
adjusted as described below in the case of installment payments.
(2) Normal form of payment. Notwithstanding any election to the contrary,
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payment of a Participant's benefit shall be made in a single cash lump
sum unless the Participant
(1) has attained age 55 before termination of employment and has
completed at least five (5) years of employment with the
Employer;
(2) has previously elected to receive installment payments pursuant
to Section 5.3(b) below; and
(3) has an Account balance that at the time benefits are to commence
equals at least $50,000.
(3) Installments. At the time he or she first commences participation in
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the Plan, a Participant may elect to receive his or her benefit either
in the form of a single cash lump sum or (if the requirements of
(a)(i), (ii) and (iii) above are ultimately satisfied) in the form of
annual cash installment payments over a five, ten or fifteen-year
period. Each installment payment shall be determined by dividing the
Account balance (or remaining Account balance) immediately prior to
the payment date by the number of installments remaining to be paid.
In the absence of an election by the Participant, or if the
Participant fails to satisfy one
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of the requirements of (a)(i), (ii) or (iii) above, the Participant's
benefit shall be distributed in a single lump sum cash payment.
(4) Payments on account of total and permanent disability. In the event a
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Participant becomes eligible for long term disability benefits under
the Employer's long term disability plan, the Participant may request
the Plan Administrator to approve an early distribution of all or a
portion of his or her Account. The Plan Administrator shall have sole
discretion as to whether an early distribution shall be permitted and
as to the amount, form and timing of such distribution.
(5) Payment upon death. As soon as practicable following a Participant's
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death, the Participant's remaining Account, if any, shall be
distributed in a single lump sum cash payment to the Participant's
Beneficiary or Beneficiaries.
5.4 One-time changes to distribution elections
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Each Participant has one opportunity during his or her participation in the
Plan (and while the Participant is still an Employee) to change irrevocably
the form of distribution or the distribution date for his or her Plan
benefit in one of the following ways: (i) a change from an election or
deemed election to have distribution occur upon termination of employment
to an election of a specified future distribution date; (ii) a deferral of
an already elected specified distribution date; (iii) a change from an
election of a specified future distribution date to an election to have
distribution occur upon termination of employment, or (iv) a change in the
form of the distribution (installments to lump sum or vice versa). Any
change described in the immediately preceding sentence must conform to the
following special rules: (A) it must be made at least six (6) months prior
to the beginning of the Plan Year in which the Participant's benefit, but
for the
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change, would have been distributed or would have commenced to be
distributed; and (B) it cannot result in a payment that is made or
commences earlier than the January 1 which follows by at least six months
the date of the change.
5.5 Hardship withdrawals. A Participant may request a withdrawal not in excess
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of the lesser of (i) the balance of his or her Account, or (ii) the
aggregate amount of the Participant's elective deferrals of Applicable
Compensation and/or Incentive Pay credited under the Plan. For the
avoidance of doubt, portions of a Participant's Account attributable to
Matching Credits or to notional investment experience on any portion of the
Participant's Account balance shall not be available for withdrawal. The
Plan Administrator, in its sole discretion, shall determine whether to
grant a withdrawal request and the amount of the withdrawal. Withdrawals
shall be made first from Incentive Pay deferrals and next from Applicable
Compensation deferrals.
5.6 Certain tax matters. Payments hereunder shall be reduced by required tax
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withholdings. To the extent any deferral or credit under the Plan results
in current "wages" for FICA purposes, a Participant's Employer may reduce
other pay of the Participant to satisfy withholding requirements related
thereto; but if there is no other pay (or if the Employer fails to withhold
from such other pay to satisfy its FICA withholding obligations), the
Participant's Account shall be appropriately reduced by the amount of the
required withholding.
5.7 Distribution of taxable amounts. Notwithstanding the foregoing, if any
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Participant or Beneficiary is determined by the Plan Administrator to be
subject to federal income tax on any amount credited to his or her Account
prior to the time of payment hereunder, the entire amount determined to be
so taxable shall be paid by the Employer to such Participant or
Beneficiary.
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ARTICLE 6
ADMINISTRATION OF THE PLAN
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6.1 Plan Administrator. Except as the Compensation Committee of the Board may
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otherwise determine, the Plan Administrator shall be the Executive Vice
President-Global Human Resources as from time to time in office and his or
her delegates. The Plan Administrator shall have the discretionary
authority to interpret the Plan, to determine an individual's eligibility
for participation in or benefits under the Plan (and to determine the
amount of any such benefits), to carry out the responsibilities and to
exercise the authority expressly reserved to the Plan Administrator under
the Plan, and to take all such other actions (whether or not expressly
referenced in the Plan) as it deems necessary or appropriate to administer
the Plan in accordance with its terms. However, no individual acting,
directly or by delegation, as the Plan Administrator may determine his or
her own rights or entitlements under the Plan.
6.2 Outside services. The Plan Administrator may engage counsel and such
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clerical, financial, investment, accounting, and other specialized services
as the Plan Administrator may deem necessary or appropriate in the
administration of the Plan. The Plan Administrator shall be entitled to
rely upon any opinions, reports, or other advice furnished by counsel or
other specialists engaged for that purpose and, in so relying, shall be
fully protected in any action, determination, or omission made in good
faith.
6.3 Indemnification. To the extent permitted by law and not prohibited by its
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charter and by-laws, State Street Corporation will indemnify and hold
harmless every person serving (directly or by delegation) as Plan
Administrator and the estate of such an individual if he or she is deceased
from and against all claims, loss, damages, liability
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and reasonable costs and expenses incurred in carrying out his or her
responsibilities as Plan Administrator, unless due to the gross negligence,
bad faith or willful misconduct of such individual; provided, that counsel
fees and amounts paid in settlement must be approved by State Street
Corporation and provided further that this Section 6.3 will not apply to
any claims, loss, damages, liability or costs and expenses which are
covered by a liability insurance policy maintained by State Street
Corporation or by the individual. The provisions of the preceding sentence
shall not apply to any corporate trustee, insurance company, investment
manager or outside service provider (or to any employee of any of the
foregoing) unless State Street Corporation otherwise specifies in writing.
6.4 Claims procedure. If any Participant or Beneficiary makes a claim under
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the Plan and the claim is denied in whole or in part, the Plan
Administrator shall so notify the claimant within ninety (90) days after
receipt of the claim (one hundred eighty (180) days after receipt of the
claim, if the Plan Administrator requires additional time and notifies the
claimant of the extension within the original 90-day period), but if the
Plan Administrator fails to provide notification to the claimant, the claim
shall be deemed denied at the end of the 90-day or 180-day period,
whichever is applicable. Any notice of such denial shall set forth, in
addition to the specific reasons for the denial, the following:
(1) reference to pertinent provisions of the Plan;
(2) a description of any additional information or material necessary to
perfect the claim and an explanation of why it is necessary; and
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(3) an explanation of the claims review procedure including advising the
claimant that he or she may request the opportunity to review pertinent
Plan documents and submit a statement of issues and comments in writing.
Within sixty days following receipt of notice of denial of his or her claim, a
claimant may request a review of such denial by the Plan Administrator. The Plan
Administrator shall take appropriate steps to review its decision in light of
any further information or comments submitted by such claimant. The Plan
Administrator shall render its decision on review within sixty (60) days after
claimant's request for review (one hundred twenty (120) days after receipt of
the request if the Plan Administrator requires additional time and notifies the
claimant of the extension within the original 60-day period) and shall advise
claimant in writing of its decision on review, specifying its reasons and
identifying appropriate provisions of the Plan or of its own rules, including
rules adopted to address any matters raised by the then claimant, whether as a
matter of first impression or otherwise. If the Plan Administrator does not
provide written notice in accordance with the foregoing of its determination on
review, the claimant's request for review will be deemed denied as of the end of
the 60-day or 120-day period, whichever is applicable. Reference herein to
"claimant" shall be deemed to include the claimant's duly authorized
representative.
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ARTICLE 7
AMENDMENT AND TERMINATION
-------------------------
7.1 Amendment; termination. By action of the Compensation Committee of the
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Board or its delegate, State Street Corporation reserves the absolute right
at any time and from time to time to amend any or all provisions of the
Plan, and to terminate the Plan at any time. In addition, the Plan
Administrator shall have the right at any time and from time to time to
make amendments to the Plan (in general or with respect to one or more
individual Participants or Beneficiaries) that are administrative in nature
and that do not materially increase the financial obligations of the
Employer, including, without limitation, amendments coordinating the
provisions of the Plan with the terms of any severance, separation or
similar plan or agreement.
7.2 Effect of amendment or termination. No action under Section 7.1 shall
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operate to reduce (other than through a distribution) the balance of a
Participant's Account as compared to such balance immediately prior to the
effectiveness of such action. Subject to the foregoing, a Plan amendment or
instrument or termination may accelerate or defer distributions under the
Plan and may otherwise alter the availability of elections or other rights
under the Plan.
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ARTICLE 8
MISCELLANEOUS PROVISIONS
------------------------
8.1 Source of payments. All payments hereunder to Participants and their
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Beneficiaries shall be paid from the general assets of the Employer,
including for this purpose, if the Employer in its sole discretion so
determines, assets of one or more trusts established to assist in the
payment of benefits hereunder. Any trust established pursuant to the
preceding sentence shall provide that trust assets remain subject to the
employer's general creditors in the event of insolvency or bankruptcy and
shall otherwise contain such terms as are necessary to ensure that they do
not constitute a "funding" of the Plan for purposes of the Code or ERISA.
8.2 Other arrangements made subject to the Plan. The Committee in its
-------------------------------------------
discretion may provide that other deferrals of compensation by persons
providing services to an Employer be governed in whole or in part by the
provisions of the Plan; provided, that the second paragraph of Section 1.1
and the last sentence of Section 2.1 shall in all events apply to such
extensions of the Plan. Without limiting the foregoing, (i) amounts
denominated in cash that as of June 30, 1999 had been earned but were being
deferred under the State Street Corporation Senior Executive Annual
Incentive Plan (the "SEAIP") shall be treated, commencing July 1, 1999, as
having been notionally invested pursuant to Section 3.7 of the Plan (but
the distribution provisions applicable to such balances shall continue to
be those which applied under the SEAIP), and (ii) amounts thereafter
deferred under the terms of the SEAIP, other than any such amounts
denominated in shares of Deferred Stock under the provisions of the State
Street Corporation 1997 Equity Incentive Plan (or any successor plan),
shall be treated for all purposes as having been deferred under the Plan
and shall be subject in all respects to the terms of the Plan.
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8.3 No warranties. Neither the Plan Administrator nor any Employer warrants
-------------
or represents in any way that the value of a Participant's Account will
increase or not decrease. Each Participant (and his or her Beneficiary)
assumes all risk in connection with any change in such value.
8.4 Inalienability of benefits. Except as required by law, no benefit under,
--------------------------
or interest in, the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and
any attempt to do so shall be void.
8.5 Expenses. The Employers shall pay all costs and expenses incurred in
--------
operating and administering the Plan.
8.6 No right of employment. Nothing contained herein, nor any action taken
----------------------
under the provisions hereof, shall be construed as giving any Participant
the right to be retained in the employ of an Employer.
8.7 Headings. The headings of the sections in the Plan are placed herein for
--------
convenience of reference, and, in the case of any conflict, the text of the
Plan, rather than such heading, shall control.
8.8 Acceptance of Plan terms. By executing a Deferred Compensation Agreement,
------------------------
a Participant agrees, on his or her behalf and on behalf of his or her
Beneficiaries, to abide by the terms of the Plan and the determinations of
the Plan Administrator with respect thereto.
8.9 Construction. The Plan shall be construed, regulated, and administered in
------------
accordance with the laws of the Commonwealth of Massachusetts and
applicable federal laws.
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IN WITNESS WHEREOF, the Employer has caused this instrument to be executed by
it duly respective duly authorized officer as of July 1, 1999.
STATE STREET CORPORATION
By: ______________________________________
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