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As Of Filer Filing For·On·As Docs:Size 2/22/13 State Street Corp 10-K 12/31/12 166:50M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.01M 2: EX-10.1 Material Contract HTML 128K 5: EX-10.10 Material Contract HTML 183K 6: EX-10.12 Material Contract HTML 98K 7: EX-10.13 Material Contract HTML 49K 3: EX-10.2 Material Contract HTML 263K 4: EX-10.7 Material Contract HTML 185K 9: EX-21 Subsidiaries List HTML 51K 10: EX-23 Consent of Experts or Counsel HTML 47K 8: EX-12 Statement re: Computation of Ratios HTML 107K 11: EX-31.1 Certification -- §302 - SOA'02 HTML 52K 12: EX-31.2 Certification -- §302 - SOA'02 HTML 53K 13: EX-32 Certification -- §906 - SOA'02 HTML 49K 113: R1 Document And Entity Information HTML 75K 82: R2 Consolidated Statement Of Income HTML 177K 104: R3 Consolidated Statement of Comprehensive Income HTML 82K 118: R4 Consolidated Statement of Comprehensive Income HTML 61K (Parenthetical) 151: R5 Consolidated Statement Of Condition HTML 182K 87: R6 Consolidated Statement Of Condition HTML 79K (Parenthetical) 103: R7 Consolidated Statement Of 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Debt Securities) (Details) 163: R74 Investment Securities (Gains And Losses Related To HTML 80K Investment Securities) (Details) 52: R75 Investment Securities (Schedule Of Credit-Related HTML 64K Loss Activity Recognized In Earnings) (Details) 42: R76 Loans and Leases (Narrative) (Details) HTML 64K 46: R77 Loans and Leases (Net Loans) (Details) HTML 80K 29: R78 Loans and Leases Loans and Leases (Components Of HTML 64K The Net Investment In Leveraged Leases) (Details) 33: R79 Loans and Leases (Recorded Investment In Each HTML 81K Class Of Total Loans And Leases By Credit Quality Indicator) (Details) 116: R80 Loans and Leases (Schedule Of Allowance For Loan HTML 63K Losses) (Details) 44: R81 Loans and Leases (Impaired Loans) (Details) HTML 76K 155: R82 Loans and Leases (Financing Receivables On HTML 49K Non-Accrual Status) (Details) 77: R83 Loans and Leases (Schedule Of Activity In The HTML 64K Allowance For Loan Losses) (Details) 124: R84 Goodwill and Other Intangible Assets (Narrative) HTML 63K (Details) 134: R85 Goodwill And Other Intangible Assets (Changes In HTML 66K The Carrying Amount Of Goodwill) (Details) 43: R86 Goodwill And Other Intangible Assets (Changes In HTML 65K The Carrying Amount Of Other Intangible Assets) (Details) 45: R87 Goodwill And Other Intangible Assets (Gross HTML 61K Carrying Amount, Accumulated Amortization And Net Carrying Amount Of Other Intangible Assets) (Details) 152: R88 Other Assets (Components Of Other Assets) HTML 83K (Details) 38: R89 Deposits (Narrative) (Details) HTML 55K 117: R90 Deposits (Scheduled Maturities Of Aggregate U.S. HTML 62K And Non-U.S. Time Deposits) (Details) 109: R91 Deposits (Scheduled Maturities Of U.S. Time HTML 55K Deposits) (Details) 138: R92 Short-Term Borrowings (Narrative) (Details) HTML 58K 108: R93 Short-Term Borrowings (Primary Components Of HTML 70K Short-term Borrowings) (Details) 88: R94 Short-Term Borrowings (Securities Sold Under HTML 54K Repurchase Agreements) (Details) 146: R95 Short-Term Borrowings (U.S. Government Securities HTML 52K And Related Repurchase Agreements Including Accrued Interest) (Details) 84: R96 Long-Term Debt (Narrative) (Details) HTML 116K 53: R97 Long-Term Debt (Long-Term Debt) (Details) HTML 73K 98: R98 Commitments And Contingencies (Narrative) HTML 92K (Details) 92: R99 Commitments And Contingencies Commitments And HTML 53K Contingencies (Contractual Amounts of Credit-Related Off-Balance Sheet Financial Instruments) (Details) 70: R100 Commitments And Contingencies (Schedule Of HTML 54K Repurchase Agreements) (Details) 166: R101 Variable Interest Entities (Details) HTML 57K 136: R102 Shareholders' Equity (Narrative) (Details) HTML 124K 107: R103 Shareholders' Equity (Schedule Of Accumulated HTML 87K Other Comprehensive (Loss) Income) (Details) 30: R104 Equity-Based Compensation (Narrative) (Details) HTML 100K 148: R105 Equity-Based Compensation (Stock Options And Stock HTML 86K Appreciation Rights Activity) (Details) 156: R106 Equity-Based 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Of Derivative Financial Instruments) (Details) 62: R116 Derivative Financial Instruments (Impact Of HTML 76K Derivatives On Consolidated Statement Of Income) (Details) 160: R117 Derivative Financial Instruments (Schedule Of HTML 63K Differences Between The Gains (Losses) On The Derivative And The Gains (Losses) On The Hedged Item) (Details) 34: R118 Net Interest Revenue (Components Of Interest HTML 88K Revenue And Interest Expenses) (Details) 112: R119 Employee Benefits (Narrative) (Details) HTML 94K 133: R120 Employee Benefits (Combined Information For The HTML 141K U.S. And Non-U.S. Defined Benefit Plans And Post-Retirement Plan) (Details) 25: R121 Employee Benefits (Amounts Recognized In The HTML 112K Consolidated Statement Of Condition) (Details) 110: R122 Employee Benefits (Expected Benefit Payments) HTML 64K (Details) 99: R123 Employee Benefits (Plan's Assets Measured At Fair HTML 115K Value On A Recurring Basis) (Details) 27: R124 Employee Benefits (Fair Value Measurements Using HTML 64K Significant Unobservable Inputs) (Details) 114: R125 Employee Benefits (Defined Pension Benefits In HTML 123K Excess Of Qualified Plan Limits, Information For The SERPs) (Details) 162: R126 Employee Benefits (The Actuarially Determined HTML 91K Expense For U.S. And Non-U.S. Defined Benefit Plans, Post-Retirement Plan And SERPs) (Details) 35: R127 Occupancy Expense And Information Systems And HTML 85K Communications Expense (Narrative) (Details) 64: R128 Occupancy Expense And Information Systems And HTML 114K Communications Expense (Summary of Future Minimum Lease Payments Under Non-Cancelable Capital and Operating Leases) (Details) 139: R129 Acquisition and Restructuring Costs (Narrative) HTML 78K (Details) 161: R130 Acquisition and Restructuring Costs (Costs Related HTML 54K To Acquisition And Restructuring) (Details) 94: R131 Acquisition and Restructuring Costs (Activity HTML 73K Related To Restructuring-Related Accruals) (Details) 111: R132 Other Expenses (Details) HTML 70K 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Statement Of Condition) (Details) 121: R144 Parent Company Financial Statements (Parent HTML 119K Company Statement Of Cash Flows) (Details) 159: XML IDEA XML File -- Filing Summary XML 267K 65: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 9.02M 14: EX-101.INS XBRL Instance -- stt-20121231 XML 13.39M 16: EX-101.CAL XBRL Calculations -- stt-20121231_cal XML 547K 17: EX-101.DEF XBRL Definitions -- stt-20121231_def XML 1.78M 18: EX-101.LAB XBRL Labels -- stt-20121231_lab XML 4.11M 19: EX-101.PRE XBRL Presentations -- stt-20121231_pre XML 2.53M 15: EX-101.SCH XBRL Schema -- stt-20121231 XSD 488K 105: ZIP XBRL Zipped Folder -- 0000093751-13-000040-xbrl Zip 807K
Exhibit 10.10 |
Page | |||
ARTICLE I NAME AND PURPOSE OF PLAN AND DEFINITIONS | |||
1.1 | Name and effective date | 1 | |
1.2 | Status
of Plan | 1 | |
1.3 | Definitions | 1 | |
ARTICLE II ELIGIBILITY AND PARTICIPATION | 4 | ||
2.1 | Eligibility to participate | 4 | |
2.2 | Commencement
of participation | 4 | |
2.3 | Termination of participation | 4 | |
ARTICLE III DEFERRED COMPENSATION AGREEMENTS, MATCHING CREDITS, PERFORMANCE- BASED CREDITS, NOTIONAL INVESTMENT OF ACCOUNTS | 5 | ||
3.1 | Deferred Compensation Agreement; Elective Credits | 5 | |
3.2 | Election
procedures and deadlines. | 5 | |
3.3 | Amount of deferrals. | 5 | |
3.4 | Matching Credit | 5 | |
3.5 | Performance-Based Credit | 6 | |
3.6 | Accounts | 6 | |
3.7 | Cancellation
of Deferral Elections | 6 | |
ARTICLE IV VESTING | 8 | ||
4.1 | Vesting of Accounts | 8 | |
ARTICLE V PLAN DISTRIBUTIONS | 9 | ||
5.1 | Time
and form of payment: Matching Credits and Performance-Based Credits | 9 | |
5.2 | Time and form of payment: other portions of the Account | 9 | |
5.3 | Special rules. | 10 | |
5.4 | Unforeseeable emergency | 10 | |
5.5 | Certain
tax matters | 13 | |
5.6 | Distribution of taxable amounts | 10 | |
5.7 | Special Rule for 2007 | 10 | |
ARTICLE VI ADMINISTRATION OF THE PLAN | 12 | ||
6.1 | Plan
Administrator | 12 | |
6.2 | Outside services | 12 | |
6.3 | Indemnification | 12 | |
6.4 | Claims procedure | 12 | |
ARTICLE
VII AMENDMENT AND TERMINATION | 13 | ||
7.1 | Amendment; termination | 13 | |
7.2 | Effect of amendment or termination | 13 | |
ARTICLE VIII MISCELLANEOUS PROVISIONS | 14 | ||
8.1 | Source
of payments | 14 | |
8.2 | Other arrangements made subject to the Plan | 14 | |
8.3 | No warranties | 14 | |
8.4 | Inalienability of benefits | 14 | |
8.5 | Reclassification
of Employment Status | 14 |
8.6 | Expenses | 14 | |
8.7 | No right of employment | 14 | |
8.8 | Headings | 14 | |
8.9 | Acceptance
of Plan terms | 14 | |
8.10 | Construction | 14 | |
EXHIBIT A | List of Employers | 16 | |
EXHIBIT
B | Claims Procedures | 17 |
1.1 | Name and effective date. The Plan set forth herein is an amendment,
restatement and continuation of the State Street Corporation 401(k) Restoration and Voluntary Deferral Plan, originally established effective July 1, 1999. This document implements the changes adopted by the Committee on September 18, 2007, and except as otherwise provided herein, it amends and restates the provisions of the Plan effective January 1, 2008. All benefits under the Plan, including without limitation those that were accrued and vested prior to January 1, 2005, shall be subject to the terms and conditions of the Plan as amended and restated herein, notwithstanding any different terms and conditions that may have been applicable to such benefits prior to January 1, 2008. |
1.2 | Status
of Plan. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, and shall be interpreted and administered consistent with that intent. The Plan is intended to be operated in accordance with the requirements applicable to a “nonqualified deferred compensation plan” under Code section 409A and the regulations thereunder and shall be interpreted and administered consistent with that intent. |
1.3 | Definitions. When used herein, the following words shall
have the meanings indicated below. Terms not defined herein shall have the meanings assigned to them in the State Street Salary Savings Program, as from time to time amended and in effect. |
(a) | “Account” means, for each Participant, an account established for his or her benefit under Section 3.6. All references to a Participant's Account shall include, as the context requires, any sub-accounts that the Plan Administrator may establish. |
(b) | “Base Pay” means, in the case
of any Employee for any period, the Employee's regular base salary or wages, including differential pay, paid in the period in question for services rendered to the Employer as an Employee. The following special rules shall apply in determining an Employee's Base Pay: |
(i) | Base Pay shall be determined without regard to the limitations of Section 401(a)(17) of the Code and without excluding amounts electively deferred under the Plan. |
(ii) | Base Pay includes any such amounts that would have been received by the individual from the
Employer but for an election under this Plan or under Code sections 125, 132(f) or 401(k). Amounts under Code section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. To the extent required by applicable law or IRS guidance, an amount will be treated as an amount under Code section 125 only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. |
(iii) | Base Pay specifically excludes all commissions and bonuses, as well as supplemental wage payments, severance (however
characterized), reimbursed expenses, life insurance premiums included in compensation for income tax purposes, amounts paid by an Employer to a Participant for not selecting Employer-provided medical coverage under the State Street Corporation Employee Benefit Plan, and any other items not constituting direct compensation for services. |
(c) | “Basic Plan” means the State Street Salary Savings Program, as from time to time amended and in effect. |
(d) | “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. Except for purposes of Section 5.4, 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 Domestic Partner, or, if the Participant is then unmarried or has no Domestic Partner or his or her Spouse or Domestic Partner does not survive, the Participant's estate. |
(e) | “Committee” means the Executive Compensation Committee of the Board of Directors of State Street. |
(f) | “Conditional
Eligibility Date” means, for any Employee, the first April 15 or October 15 on which the Employee satisfies the position and compensation requirements set forth in Section 2.1(a) and (b). |
(g) | “Credit” means any or all, as the context requires, of an Elective Credit, a Matching Credit, or a Performance-Based Credit. |
(h) | “Deferred Compensation Agreement” means the written agreement described in Section 3.1. |
(i) | “Disabled”
means, for any Participant, that the Participant, as determined in the sole discretion of the Plan Administrator: |
(i) | is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or |
(ii) | is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period of not less than 6 months under an accident and health plan covering employees of the Employer. |
(j) | “Elective Credit” means an amount credited under Section 3.1. |
(k) | “Eligibility Date” means each June 1 and December 1. |
(l) | “Eligible
Employee” means an Employee who meets the eligibility criteria set forth in Section 2.1. |
(m) | “Employee” means, except as otherwise provided by the Plan Administrator, a United States-based common-law employee of an Employer including, without limitation, such an employee while on a temporary international assignment outside of the U.S. and excluding, without limitation, a non-U.S. based employee who is temporarily residing in the U.S. while on a temporary international assignment to the U.S. |
(n) | “Employer”
means any or all, as the context requires, of State Street and any other company (or branch) that (i) would be treated as a single employer with State Street under the first sentence of Treas. Regs. §1.409A-1(h)(3), and (ii) is shown on Exhibit A as described in clause (i) and as having adopted this Plan with State Street's approval. Only an otherwise eligible Employee of State Street or another entity listed on Exhibit A may make an election to defer compensation under the Plan or be eligible to share in Matching Credits or Performance-Based Credits, but in determining whether a Separation from Service has occurred, service for State Street or any other company that is described in clause (i) above shall be treated as service for the Employer. |
(o) | “Entry
Date” means each January 1 and July 1. |
(p) | “Incentive Pay” means, in the case of any Employee for any Plan Year, the Employee's cash bonus and/or cash incentive pay (other than commissions) paid, in accordance with the Employer's normal annual incentive bonus processing cycle, in the Plan Year under a bonus and/or incentive plan maintained by the Employer or pursuant to an agreement or |
(i) | Incentive Pay shall be determined without regard to the limitations of Section 401(a)(17) of the Code and without excluding amounts electively deferred under the Plan. |
(ii) | Incentive
Pay includes any such amounts that would have been received by the individual from the Employer but for an election under this Plan or under Code sections 125, 132(f) or 401(k). Amounts under Code section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. To the extent required by applicable law or IRS guidance, an amount will be treated as an amount under Code section 125 only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. |
(q) | “Match-Eligible Compensation”
for a Plan Year means an amount calculated as the lesser of (i) the sum of (A) an Employee's Base Pay paid in the Plan Year plus (B) that portion of the Employee's Incentive Pay paid in the Plan Year which does not exceed 50% of the Employee's Base Pay for the preceding calendar year, or (ii) $500,000, in either case reduced by the dollar limitation in effect with respect to the Plan Year under Code section 401(a)(17). |
(r) | “Matching Credit” means an amount credited under Section 3.4. |
(s) | “Participant”
means an Employee who has an Account under the Plan. |
(t) | “Plan” means this State Street Corporation Management Supplemental Savings Plan (formerly the State Street Corporation 401(k) Restoration and Voluntary Deferral Plan), as from time to time amended and in effect. |
(u) | “Plan Administrator” means the Plan Administrator appointed pursuant to Section 6.1. |
(v) | “Performance-Based
Credit” means an amount credited under Section 3.5. |
(w) | “Separation from Service” means a separation from service, within the meaning of Treas. Regs. §1.409A-1(h), with State Street and any other company that would be treated as a single employer with State Street under the first sentence of Treas. Regs. §1.409A-1(h)(3); and correlative terms shall be construed to have a corresponding meaning. |
2.1 | Eligibility to participate. An Employee who is an Eligible Employee on December 31, 2007 shall (subject to the last sentence of this Section 2.1) continue to be an Eligible Employee as of January 1, 2008. Any other Employee shall become an Eligible Employee on the first Eligibility Date following the Employee's Conditional Eligibility Date, but only if he or she remains continuously employed by the Employer from such Conditional Eligibility Date through such first Eligibility Date and only if, on such first Eligibility
Date, he or she still satisfies the requirements of both (a) and (b) below. For purposes of the foregoing, an Employee must: |
(a) | have a title of Vice President or above, and |
(b) | be earning Base Pay at an annual rate of at least $150,000 (measured as of a date, determined by the Plan Administrator, not earlier than 15th day of the second full month preceding the applicable Eligibility Date or other determination date). |
2.2 | Commencement of participation. Except as the Plan Administrator otherwise determines, any such determination to be made in a manner that is consistent with the requirements of Section 409A of the Code, an individual upon first becoming an Eligible Employee: |
(a) | shall automatically participate in the Plan with respect to Performance-Based Credits described in
Section 3.5; provided, that no individual who first satisfies the requirements of Section 2.1(a) and (b) after October 15 of a Plan Year shall be eligible to share in Performance-Based Credits for such Plan Year; and further provided, for the avoidance of doubt, that no Performance-Based Credits shall be made under the Plan in respect of any Plan Year or portion thereof prior to the 2008 Plan Year; and |
(b) | may elect to defer (i) Base Pay under Section 3.3(a) starting with the Entry Date next following his or her initial Eligibility Date, and (ii) Incentive Pay under Section 3.3(b) as follows: (A) if the Eligible Individual's initial Eligibility Date is June
1, starting with Incentive Pay described in Section 3.2(a)(i) for which the performance period is the Plan Year in which such June 1 falls; and (B) in every other case, in accordance with the rules for ongoing Eligible Employees under Section 3.2(a)(ii). |
2.3 | Termination of participation. The Plan Administrator may terminate an Employee's participation in the Plan at any time. If an Employee's participation in the Plan terminates hereunder, the Participant's Account shall continue to be adjusted for notional earnings or other notional investment experience until it is distributed. No termination of participation shall result in a cessation or refund of deferrals for which the deferral election has already been made, except
in a manner that is consistent with compliance with the requirements of Section 409A of the Code. |
3.1 | Deferred Compensation Agreement; Elective Credits. An Eligible Employee may elect to defer a portion of his or her
Base Pay and/or Incentive Pay by entering into a Deferred Compensation Agreement. Elective Credits equal to the amounts deferred shall be credited to the Participant's Account as soon as practicable after the deferral is withheld from pay. |
3.2 | Election procedures and deadlines. |
(a) | Advance elections required. A Deferred Compensation Agreement with respect to Base Pay must be made, in accordance with such procedures as the Plan Administrator may establish and, except as otherwise specified
in Section 2.2(b)(i) with respect to initial eligibility, prior to the beginning of the Plan Year in which such Base Pay is to be earned. A Deferred Compensation Agreement may be made with respect to Incentive Pay for a Plan Year as follows: |
(i) | For Incentive Pay that constitutes “performance-based compensation” within the meaning of Treas. Regs. §1.409A-1(e) and as to which the applicable performance period is measured by one or more Plan Years, in accordance with such procedures as the Plan Administrator may establish but not later than by June 30 of the Plan Year with which the applicable performance period ends; and |
(ii) | For
any other Incentive Pay, in accordance with such procedures as the Plan Administrator may establish but in any case prior to the first applicable “service year” (as that term is defined in Treas. Regs. §1.409A-2(a)). |
(b) | Other requirements. Except as otherwise determined by the Plan Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year and shall be effective only if accepted and approved by the Plan Administrator by the applicable deadline. |
3.3 | Amount
of deferrals. |
(a) | Base Pay. For each Plan Year (or portion thereof in the case of a mid-year election described in Section 2.2(b)(i)), an Eligible Employee may elect to defer an amount from 1% to 25%, in whole percentages, of his or her Base Pay for the Plan Year or such portion. Notwithstanding the foregoing, the Plan Administrator may impose, in advance, a more restrictive minimum or maximum limit on the amount that may be deferred. |
(b) | Incentive
Pay. For each Plan Year or other applicable performance period an Eligible Employee may elect to defer an amount that is expressed either as a percentage (from 5% to 92%, in whole-percentage increments) of the Participant's Incentive Pay for the Plan Year (or other period), or as a whole dollar amount not less than $1,000 and not exceeding 92% of such Incentive Pay. |
3.4 | Matching Credit. For each Plan Year, a Matching Credit shall be added to each Participant's Account equal to the lesser of (a) 100% of the total amount, if any, deferred under all Deferred Compensation Agreements made by the Participant for such Plan Year, and (b) 6% of the Participant's Match-Eligible Compensation for such Plan Year. Matching
Credits for a Plan Year shall be added to the Participant's Account as of and as soon as practicable following the earlier of (i) the last day of the Plan Year, or (ii) the date of the Participant's Separation from Service. |
3.5 | Performance-Based Credit. For each Plan Year, a Performance-Based Credit shall be added to the Account of each Participant who is employed by the Employer on the last day of the Plan Year (or who during the Plan Year dies, or becomes Disabled, or retires after attaining age 65 or after attaining
age 55 and completing a Period of Service of five (5) years) and whose Base Pay for such Plan Year exceeds the dollar limitation in effect with respect to such Plan Year under Code section 401(a)(17). The amount of a Participant's Performance-Based Credit shall be determined by multiplying (a) the percentage applied for making a performance-based contribution under the Basic Plan for the Plan Year by (b) the amount by which the Participant's Base Pay for such Plan Year (disregarding Base Pay in excess of $500,000) exceeds the dollar limitation in effect with respect to such Plan Year under Code section 401(a)(17). Performance-Based Credits for a Plan Year shall be added to a Participant's Account as of and as soon as practicable following the last day of the Plan Year. |
3.6 | Accounts. The
Plan Administrator shall establish for each Participant an Account together with such sub-accounts as in the determination of the Plan Administrator are needed or appropriate to reflect the Credits described above as well as debits and other adjustments, including without limitation adjustments for notional (hypothetical) investment experience as described in this Section 3.6. The Plan Administrator shall designate for purposes of the Plan one or more existing investment or investment-fund alternatives (each, a “tracking option”), including, if the Plan Administrator so determines, a tracking option that offers a return of notional interest (for example, as in a bank savings account), and shall give each Participant and the Beneficiary(ies) of each deceased Participant for whom an Account continues to be maintained the opportunity to allocate his or her Account 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 all or a portion of the balance of any Account, or of any amount newly credited under the Plan, 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 at any time and from time to time eliminate or add tracking options or substitute a new for an existing tracking option, including with respect to balances already notionally invested under the Plan. The 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 unless held in a trust described in Section 8.1 in a manner not inconsistent with the requirements of Section 409A(b) of the Code. By selecting a tracking option hereunder, a Participant agrees, on his or her behalf and on behalf of his or her Beneficiaries, that none of the Committee, the Plan Administrator, the Employer, or any of their agents or representatives, shall be liable for any losses or damages of any kind relating to any tracking option made available hereunder. |
3.7 | Cancellation of Deferral Elections. A Participant's deferral elections under Section
3.1 shall be cancelled as to future deferrals if the Participant has an unforeseeable emergency described in Section 5.5 below or receives a hardship distribution under the Basic Plan pursuant to §1.401(k)-1(d)(3). A Participant may also cancel his or her deferral elections as to future deferrals upon the occurrence of any medically determinable physical or mental impairment resulting in the Participant's inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months, provided such cancellation is made by the later of (a) the end of the calendar year in which such impairment occurs and (b) the 15th day of the third |
4.1 | Vesting of Accounts. The portions of each
Account that reflect Performance-Based Credits and Matching Credits, and related adjustments, shall be fully vested upon the Participant's completion of one Year of Vesting Service, or upon the Participant's death, becoming Disabled, or attainment of age 65, the termination of the Plan, the full or partial termination of the Basic Plan with respect to the Participant, whichever is first to occur. The remainder of each Account shall be fully vested at all times. The fact that an Account or any portion thereof is fully vested shall not give the Participant (or his or her Beneficiary(ies)) or any other person 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. |
5.1 | Time and form of payment: Matching Credits and Performance-Based Credits. The portions of each Account that reflect a Participant's Matching Credits and Performance-Based Credits, and related adjustments, shall be paid in a single lump sum to the Participant on the first business day of the month following the date that follows the Participant's Separation from Service by six months. |
5.2 | Time and form of payment: other
portions of the Account. Each Participant shall elect, not later than as part of his or her first Deferred Compensation Agreement, whether the portion of any Account to be established for the Participant that is not described in Section 5.1 above is to be paid or commence to be paid on: |
(a) | the same date as that specified in Section 5.1 above; or |
(b) | a specified date following by at least one (1) year and no more than ten (10) years the effective date of his or her first Deferred Compensation Agreement; or
|
(c) | the earlier of (a) or (b). |
5.3 | Special rules. |
(a) | Installments. An election (including a re-deferral election) under Section 5.2 pursuant to which the date of any payment is determined by reference to the Participant's Separation from Service may specify that such payment will be made in
annual installments over a period of from two (2) to ten (10) years. Each installment payment shall be determined by dividing the applicable Account balance (or remaining applicable Account balance) immediately prior to the payment date by the number of installments remaining to be paid. In the absence of an election specifying annual installments, payment will be made in a single lump sum. |
(b) | Payments on account of Disability. If the Participant is determined to be Disabled, the balance of a Participant's Account shall be distributed to the Participant in a single lump sum by the later of (i) the end of the calendar year in which the Participant becomes Disabled and (ii) the 15th
day of the third month following the date on which the Participant becomes Disabled, provided the Participant has remained Disabled through such date. |
(c) | Payment upon death. As soon as practicable (and in all events within 90 days) following a Participant's 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. |
(d) | Rehire. Notwithstanding anything to the contrary in the Plan, in the
event a Participant who has Separated from Service subsequently returns to employment with an Employer, payment of the Participant's benefits under the Plan accrued prior to such Separation from Service shall not be suspended or otherwise delayed. |
5.4 | Unforeseeable emergency. If a Participant has a severe financial hardship resulting from an illness or accident of the Participant, his or her Federal Spouse, Beneficiary, or dependent (as defined in Code section 152(a)), a loss of property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control, he or she may request a withdrawal of a portion or all of his or her vested Account. No withdrawal
may be made under this Section 5.4 to the extent that such emergency is or can be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. A withdrawal under this Section 5.4 will be permitted only to the extent reasonably necessary to satisfy the emergency need, which may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal. The Plan Administrator shall have sole discretion to determine whether a withdrawal may be made under this Section 5.4 and the amount of the withdrawal that may be made. |
5.5 | Certain
tax matters. Payments hereunder shall be reduced by required tax 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. |
5.6 | Distribution of taxable amounts. Notwithstanding the foregoing, if any portion of an Account is determined by the Plan Administrator to be includible, by reason of Section
409A of the Code, in a Participant's or Beneficiary's income, such portion shall be paid by the Employer (or by the Employers, on an allocated basis determined by the Plan Administrator) to such Participant or Beneficiary. |
5.7 | Special Rule for 2007. Notwithstanding any provision herein to the contrary, the Plan Administrator may establish special rules and procedures to permit Participants or Beneficiaries with an Account under the Plan (as in effect prior to January 1, 2008) and whose distribution date or dates with respect to such Account would fall after December 31, 2007 to elect, in a manner |
6.1 | Plan Administrator. Except as the Committee may 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 complete discretionary authority to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. However, no individual
acting, directly or by delegation, as the Plan Administrator may determine his or her own rights or entitlements under the Plan. The Plan Administrator shall establish such rules and procedures, maintain such records and prepare such reports as it considers to be necessary or appropriate to carry out the purposes of the Plan. |
6.2 | Outside services. The Plan Administrator may engage counsel and such clerical, financial, investment, accounting, and other specialized services as the Plan Administrator may deem necessary or appropriate 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 charter and by-laws, State Street 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 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; and further provided, 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 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 otherwise specifies in writing. |
6.4 | Claims procedure. The Plan Administrator has established the procedures set forth on Exhibit
B for determining claims for benefits under the Plan. The Plan Administrator may modify or update Exhibit B from time to time without any amendment under Section 7.1 being required. |
7.1 | Amendment; termination. By action of the Committee or its delegate, State Street 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 operate to reduce the balance of a Participant's Account as compared to such balance immediately prior to the effectiveness
of such action, other than through a distribution upon a termination and liquidation of the Plan in accordance with the requirements of Treas. Regs. §1.409A-3(j)(4)(ix)). |
8.1 | Source of payments. All payments hereunder to Participants and their 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 Plan Administrator in its discretion may provide that other deferrals of compensation by persons providing services to an Employer shall be governed in whole
or in part by the provisions of the Plan. In any case where an Employer has agreed to assume a deferred compensation obligation of another employer (for example, but without limitation, in connection with the transfer of employment of an individual from such other employer to the Employer assuming such deferred compensation obligations), the Plan Administrator may likewise provide that such assumed obligation, expressed as an account, shall be governed in whole or in part by the provisions of the Plan. |
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 | Reclassification of Employment Status. Notwithstanding anything herein to the contrary, an individual who is not characterized or treated as a common law employee by
an Employer shall not be eligible to participate in the Plan notwithstanding any determination of employee status by the Internal Revenue Service, a court of competent jurisdiction or otherwise. At the time when any individual is reclassified or deemed to be reclassified as a common law employee, the individual shall be eligible to participate in the Plan as of the Entry Date coinciding with or next following the reclassification date (to the extent such individual otherwise qualifies as an Eligible Employee hereunder). If the effective date of any such reclassification is prior to the actual date of such reclassification, in no event shall the reclassified individual be eligible to participate in the Plan retroactively to the effective date of such reclassification. |
8.6 | Expenses. The
Employer shall pay all costs and expenses incurred in operating and administering the Plan. |
8.7 | 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. |
8.8 | 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. |
8.9 | 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. |
8.10 | Construction. The Plan shall be construed, regulated, and administered in accordance with the laws of the Commonwealth of Massachusetts and applicable federal laws. |
Currenex,
Inc. | |
Elkins/McSherry, LLC | |
International Fund Services (N.A.), L.L.C. | |
Investment Management Services, Inc. | |
Investors California LLC | |
Palmeri Fund Administrators, Inc. | |
Princeton
Financial Systems, Inc. | |
State Street Bank & Trust Co. (U.S. branch) | |
State Street Bank & Trust Co. N.A. | |
State Street Bank & Trust Co. of CA. | |
State Street Bank & Trust Co. of NH | |
State Street California Inc. | |
State
Street Financial Services, Inc. | |
State Street Global Advisors Capital Management Trust Company | |
State Street Mass. Securities Corp. |
1. | In General. Any
employee or former employee, or any person claiming to be a beneficiary with respect to such a person, may request, with respect to any of the Plans: |
a) | a benefit payment, |
b) | a resolution of a disputed amount of benefit payment, or |
c) | a resolution of a dispute as to whether the person is entitled to the particular
form of benefit payment. |
2. | Effect on Benefit Requests in Due Course. Each Plan has established procedures for benefit applications, selection of benefit forms, designation of beneficiaries, determination of qualified domestic relations orders, and similar
routine requests and inquiries relating to the operation of the Plan. |
a) | Each claim must be in writing and delivered by hand or first-class mail (including registered or certified mail) to the Plan Administrator, at the following address: |
b) | The claim must also include sufficient information relating to the identity of the claimant and such other information reasonably necessary to allow the claim to be evaluated. |
c) | In no event may a claim for benefits
be filed by a Claimant more than 120 days after the applicable “Notice Date,” as defined below. |
i) | In any case where benefits are paid to the Claimant as a lump sum, the Notice Date shall be the date of payment of the lump sum. |
ii) | In any case where benefits are paid to the Claimant in the form of an annuity or installments, the Notice Date shall be the date of payment of the first installment of the annuity or payment of first installment. |
iii) | In
any case where the Plan (prior to the filing of a claim for benefits) determines that an individual is not entitled to benefits (for example (without limitation) where an individual terminates employment and the Plan determines that he has not vested) and the Plan provides written notice to such person of its determination, the Notice Date shall be the date of the individual's receipt of such notice. |
iv) | In any case where the Plan provides an individual with a written statement of his account as of a specific date or the amounts credit to, or charged against, his account within a specified period, the Notice Date with regard to matters describe in such statement shall be the date of the receipt of such notice by such individual (or beneficiary). |
a) | the
specific reason or reasons for the denial, |
b) | reference to the specific Plan provisions on which the denial is based, |
c) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, |
d) | reference to and
a copy of these Procedures, so as to provide the claimant with a description of the relevant Plan's review procedures and the time limits applicable to such procedures, a description of the claimant's rights regarding documentation as described in Paragraph 9, and |
e) | a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to an adverse determination upon review of an appeal filed under Paragraph 6. |
a) | the
specific reason or reasons for the adverse determination, |
b) | reference to the specific plan provisions on which the adverse determination was based, |
c) | reference to and a copy of these Procedures, so as to provide the claimant with a description of the claimant's rights regarding documentation as described in Paragraph 9, and |
d) | a
statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to the adverse determination. |
a) | was
relied on in determining the claim, |
b) | was submitted, considered or generated in the course of making such determination (whether or not actually relied on), or |
c) | demonstrates that such determination was made in accordance with governing Plan documents (including, for this purpose, these Procedures) and that, where appropriate, Plan provisions have been applied consistently with similarly situated claimants. |
10. | Rights of a Claimant Where Appeal is Denied. |
a) | The
claimant's actual entitlement, if any, to bring suit and the scope of and other rules pertaining to any such suit shall be governed by, and subject to the limitations of, applicable law, including ERISA. By extending to an employee or former employee the right to file a claim under these Procedures, neither State Street nor any person or committee appointed as Plan Administrator acknowledges or concedes that such individual is a participant in any particular Plan within the meaning of such Plan or ERISA, and reserves the right to assert that an individual is not a participant in any action brought under Section 502(a). |
b) | In no event may any legal proceeding regarding entitlement to benefits or any aspect of benefits under the Plan be commenced later
than the earliest of |
i) | two years after the applicable Notice Date; or |
ii) | one year after the date a claimant receives a decision from the Appeals Committee regarding his appeal, or |
iii) | the date otherwise prescribed by applicable law. |
c) | Before
any legal proceeding can be brought, a participant must exhaust the claim appeals procedures as set forth herein. |
1. | Effective for Plan eligibility determinations on or after January 1, 2013, a new subsection 1.3(k) is added to as follows and all subsequent definitions in this section 1.3 are renumbered: |
2. | Effective
for Matching Credits made on or after January 1, 2013, Section 1.3(q) is amended in its entirety as follows: |
3. | Effective for Plan eligibility determinations on or after January 1, 2013, Section 2.1(b) is amended in its entirety as follows: |
4. | Effective
for Plan Years beginning on or after January 1, 2013, Section 3.3(a) is amended by deleting the figure “25%” and replacing it with “50%”. |
5. | Effective for Plan Years beginning on or after January 1, 2013, the last sentence of Section 3.4 is replaced in its entirety as follows: |
6. | Effective October 1, 2012, Section 3.6 is amended by deleting the phrase “once per calendar month” contained therein and replacing it with “daily”. |
7. | Effective for Separations from Service after October 1, 2012, Section 5.1 is amended in its entirety as follows: |
8. | Effective for elections made on or after January 1, 2013, Section 5.2 is amended in its entirety as follows: |
9. | Effective for Disability determinations after October 1, 2012, Section 5.3(b) is amended in its entirety as follows: |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/13 | 10-K, 11-K, 13F-HR, 13F-HR/A, ARS | |||
Filed on: | 2/22/13 | |||
1/1/13 | ||||
For Period end: | 12/31/12 | 11-K, 13F-HR, ARS | ||
10/1/12 | ||||
1/1/12 | ||||
1/1/08 | ||||
12/31/07 | 10-K, 11-K, 13F-HR, 5, ARS | |||
9/18/07 | 8-K | |||
1/1/07 | ||||
1/1/05 | ||||
7/1/99 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/13 SEC UPLOAD¶ 10/02/17 1:39K State Street Corp. 11/22/13 SEC UPLOAD¶ 10/02/17 1:162K State Street Corp. 5/30/13 SEC UPLOAD¶ 10/02/17 1:36K State Street Corp. 5/21/13 SEC UPLOAD¶ 10/02/17 1:38K State Street Corp. 4/30/13 SEC UPLOAD¶ 10/02/17 1:159K State Street Corp. |