Exhibit 4.1


 




 





THIRD
SUPPLEMENTAL INDENTURE


 


between


 


STATE
STREET CORPORATION


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


as
Trustee


 


Dated
as of January 25, 2008


 


Supplement to Junior Subordinated Indenture, dated as of
December 15, 1996




 





 

















 


	
  TABLE OF CONTENTS

  	
   

  
	
   

  	
   

  
	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  Definitions

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  Amendment of Section 3.6 of Original
  Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Amendment of
  Section 3.6

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  General Terms and Conditions of the Junior
  Subordinated Debentures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Designation,
  Principal Amount and Authorized Denomination

  	
  9

  
	
  SECTION 3.2.

  	
  Maturity

  	
  9

  
	
  SECTION 3.3.

  	
  Form and
  Payment

  	
  9

  
	
  SECTION 3.4.

  	
  Junior Subordinated Debentures Held by Collateral Agent and Custodial
  Agent; Global Junior Subordinated Debentures; Adjustment of Global Junior
  Subordinated Debentures

  	
  9

  
	
  SECTION 3.5.

  	
  Interest

  	
  11

  
	
  SECTION 3.6.

  	
  Redemption
  of the Junior Subordinated Debentures

  	
  12

  
	
  SECTION 3.7.

  	
  Events of
  Default

  	
  13

  
	
  SECTION 3.8.

  	
  Securities
  Registrar; Paying Agent; Delegation of Trustee Duties

  	
  13

  
	
  SECTION 3.9.

  	
  Amendment;
  Supplemental Indenture

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  Remarketing and Rate Reset Procedures

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1.

  	
  Obligation
  to Conduct Remarketing and Related Requirements

  	
  14

  
	
  SECTION 4.2.

  	
  Company
  Decisions in Connection with Remarketing

  	
  15

  
	
  SECTION 4.3.

  	
  Reset of
  Interest Rate in Connection with Remarketings and Related Changes in Terms

  	
  16

  
	
  SECTION 4.4.

  	
  Early
  Remarketing

  	
  18

  
	
  SECTION 4.5.

  	
  Company
  Announcements

  	
  18

  
	
  SECTION 4.6.

  	
  Supplemental
  Indenture

  	
  19

  
				



 


i

















 


	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1.

  	
  Expenses

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  Form of Junior Subordinated Debenture

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Form of
  Junior Subordinated Debentures

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  Original Issue of Junior Subordinated
  Debentures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Original
  Issue of Junior Subordinated Debentures

  	
  30

  
	
  SECTION 7.2.

  	
  Calculation
  of Original Issue Discount

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  Subordination

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Subordination

  	
  31

  
	
  SECTION 8.2.

  	
  Company
  Election to End Subordination

  	
  32

  
	
  SECTION 8.3.

  	
  Compliance
  with Federal Reserve Rules

  	
  32

  
	
  SECTION 8.4.

  	
  Extension of
  Rights, Privileges, etc

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Effectiveness

  	
  32

  
	
  SECTION 9.2.

  	
  Successors
  and Assigns

  	
  32

  
	
  SECTION 9.3.

  	
  Further
  Assurances

  	
  32

  
	
  SECTION 9.4.

  	
  Effect of
  Recitals

  	
  32

  
	
  SECTION 9.5.

  	
  Ratification
  of Original Indenture

  	
  33

  
	
  SECTION 9.6.

  	
  Governing
  Law

  	
  33

  



 


ii

















 


This THIRD SUPPLEMENTAL INDENTURE, dated as
of January 25, 2008, between STATE STREET CORPORATION, a Massachusetts
corporation (the “Company”), having its principal office at
One Lincoln Street, Boston, Massachusetts 02111 and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”),
having its principal office at 100 Wall Street, Suite 1600, New York,
NY 10005.


 


RECITALS
OF THE COMPANY


 


The Company and The Bank of New
York (as successor in interest to J.P. Morgan Chase & Co. (as
successor in interest to Bank One Trust Company, N.A. (as successor in interest
to The First National Bank of Chicago))), which was removed from State Street
Capital Trust III as trustee by an instrument of removal dated January 17,
2008, entered into a Junior Subordinated Indenture, dated as of December 15,
1996 (the “Original Indenture”), pursuant to which one or more series of
unsecured junior subordinated debt securities of the Company (the “Securities”)
may be issued from time to time.


 


Section 3.1 of the
Original Indenture permits certain the terms of any Securities to be
established in a supplemental indenture to the Original Indenture.


 


Section 9.1 of the
Original Indenture provides that the Original Indenture may be amended or
supplemented without the consent of any Holder to establish the form or terms
of Securities of any series as provided by Sections 2.1 and 3.1 of the
Original Indenture; provided that such change does not apply to any
outstanding security.


 


The Company has delivered to
the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Section 1.2
of the Original Indenture to the effect that all conditions precedent provided
for in the Original Indenture to their execution and delivery of this
Supplemental Indenture have been complied with.


 


State Street Capital
Trust III, a Delaware statutory trust (the “Trust”), has offered to
the public its capital securities known as 8.250% Fixed-to-Floating Rate Normal
Automatic
Preferred Enhanced Capital Securities (the “Normal APEX”), which
are beneficial interests in the Issuer Trust, and proposes to invest the
proceeds from such offering, together with the proceeds of the issuance and
sale by the Issuer Trust to the Company of its Common Securities (the “Trust
Common Securities” and together with the Normal APEX, the Stripped APEX and
the Capital APEX, each as defined in the Trust Agreement referred to herein,
the “Trust Securities”), in the Junior Subordinated Debentures (as
defined herein).


 


The Junior Subordinated
Debentures will be subject to Remarketing, in connection with which certain
terms of the Junior Subordinated Debentures may be changed, all in accordance
with the procedures to be set forth in a Remarketing Agreement, to be entered
into prior to the first Remarketing (as amended or supplemented from time to
time, the “Remarketing Agreement”), among the Company, U.S. Bank
National Association, as property trustee of the Issuer Trust, and the
remarketing agent named in the Remarketing Agreement (including any successor
or replacement, the “Remarketing Agent”).


 

















 


The Company has requested that
the Trustee execute and deliver this Supplemental Indenture and has satisfied
(or caused to be satisfied) all requirements necessary to make this
Supplemental Indenture a valid instrument in accordance with its terms, and to
make the Junior Subordinated Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the
Company and all acts and things necessary have been done and performed to make
this Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this Supplemental Indenture has been duly authorized
in all respects.


 


All necessary actions to make
this Supplemental Indenture a valid agreement of the Company and the Trustee
and a valid supplement to the Original Indenture have been duly taken.


 


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:  For
and in consideration of the premises and the purchase of the Junior
Subordinated Debentures by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Junior
Subordinated Debentures, as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.1.  Definitions. 
For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:


 


(a)  Terms defined in the Original Indenture, the Trust Agreement
or the Stock Purchase Contract Agreement have the same meaning when used in
this Supplemental Indenture unless otherwise specified herein.


 


(b)  The terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular.


 


(c)  The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Supplemental Indenture as a
whole and not to any particular Article, Section or other subdivision, and
any reference to an Article, Section or other subdivision refers to an
Article, Section or other subdivision of this Supplemental Indenture.


 


“APEX” means each of the
Normal APEX, the Stripped APEX and the Capital APEX.


 


“Capital Treatment Event”
means the reasonable determination by the Company that, as a result of:


 


(1) the occurrence of any amendment to,
or change, including any announced prospective change, in the laws or
regulations of the United States or any political subdivision thereof or
therein or any rules, guidelines or policies of the Federal Reserve, or


 


2

















 


(2) any official or administrative pronouncement
or action or judicial decision interpreting or applying United States laws or
regulations, that is effective or is announced on or after the date of issuance
of the Normal APEX,


 


there is more than an
insubstantial risk that the Company will not be entitled to treat an amount
equal to the liquidation amount of the Normal APEX at any time prior to the
Stock Purchase Date as Tier 1 capital under the risk-based capital adequacy
guidelines of the Federal Reserve.


 


“Creditor” has the
meaning specified in Section 5.1(b).


 


“Early Remarketing” has
the meaning specified in Section 4.4.


 


“Early Settlement Event”
means the occurrence of: (i) the Company’s “total risk-based capital ratio”
is less than 10%, (ii) the Company’s “Tier 1 risk-based capital ratio” is
less than 6%, (iii) the Company’s “leverage capital ratio” is less than
4%; (iv) the Federal Reserve, in its discretion, anticipates that the
Company may fail one or more of the capital tests referred to above in the near
term and delivers a notice to the Company so stating; or (v) the Issuer
Trust is dissolved pursuant to Section 9.2(d) of the Trust Agreement,
where the related Early Settlement Event in the case of the tests described in
each of (i), (ii) and (iii) above will be deemed to occur on the date
the Company files a Form FR Y-9 showing in Schedule HC-R (or successor
form) that the related capital measure has been failed and each such ratio will
be determined as required pursuant to Appendix A to Regulation Y of the Federal
Reserve Board, 12 C.F.R. Part 225.


 


“Early Termination Event”
means the dissolution of the Issuer Trust and the distribution of the Junior
Subordinated Debentures held by or on behalf of the Issuer Trust to the holders
of the Trust Securities in accordance with Section 9.4 of the Trust
Agreement.


 


“Failed Remarketing”
means a Final Remarketing that is not Successful.


 


“Final Remarketing”
means (i) a Remarketing for a settlement date on February 13, 2012
(or if such day is not a Business Day, the immediately preceding Business Day),
(ii) in the case of an Early Remarketing, the fifth scheduled Remarketing
or (iii) in the case of an Early Remarketing in connection with clause (v) of
the definition of Early Settlement Event, the first Remarketing.


 


“Fixed Rate Reset Cap”,
as of any Remarketing Settlement Date, means the prevailing market yield, as
determined by the Remarketing Agent, of the benchmark U.S. Treasury security
having a remaining maturity that most closely corresponds to the period from
such date until the earliest date on which the Junior Subordinated Debentures
may be redeemed at the option of the Company in the event of a Successful
Remarketing, plus 500 basis points, or 5.00% per  annum.


 


“Floating Rate Reset Cap”
means 440 basis points, or 4.40% per  annum.


 


“Global Junior Subordinated
Debentures” has the meaning specified in Section 3.4.


 


3

















 


“Guarantee” means the
guarantee by the Company of distributions on the Trust Securities to the extent
provided in the Guarantee Agreement.


 


“Guarantee Agreement”
means the Guarantee Agreement between the Company, as Guarantor and U.S. Bank
National Association, as Guarantee Trustee named thereunder, dated as of January 25,
2008.


 


“Interest Payment Date”
shall have the meaning specified in Section 6.1.


 


“Interest Period” means
the period from and including the most recent Interest Payment Date to which
interest has been paid or duly made available for payment (or January 25,
2008 if no interest has been paid or been duly made available for payment) to,
but excluding, the next succeeding Interest Payment Date or, if earlier, then
the Stated Maturity Date of the Junior Subordinated Debentures.


 


“Investment Company Event”
means the Company’s receipt of an Opinion of Counsel to the effect that, as a
result of the occurrence of a change in law or regulation or a written change,
including any announced prospective change, in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an investment company that is required to be
registered under the Investment Company Act at any time prior to the Stock
Purchase Date, and this change becomes effective or would become effective on
or after the date hereof (or, if the Company elects to remarket the Junior
Subordinated Debentures in the form of capital securities, that the issuer of
such capital securities is or will be considered an investment company that is
required to be registered under the Investment Company Act and this change
becomes effective or would become effective on or after the Remarketing
Settlement Date).


 


“Junior Subordinate
Debentures” has the meaning specified in Section 3.1.


 


“Make-Whole Amount”
means the sum of the present values of the principal amount of the Junior
Subordinated Debentures and each interest payment thereon that would have been
payable to and including the Relevant Date (not including any portion of such
payments of interest accrued as of the date of redemption), discounted from the
Relevant Date or the applicable interest payment date to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Rate plus 1.00%.


 


“Paying Agent”, when
used with respect to the Junior Subordinated Debentures, means U.S. Bank
National Association or any other Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.


 


“Paying Agent Office”
means the office of the applicable Paying Agent at which at any particular time
its corporate agency business shall principally be administered in a Place of
Payment, which office at the date hereof in the case of U.S. Bank National
Association, in its capacity as Paying Agent with respect to the Junior
Subordinated Debentures under the Original Indenture and this Supplemental
Indenture, is located at 100 Wall Street, Suite 1600, New York, New York,
10005, Attention: Corporate Trust Services.


 


4

















 


“Preferred Stock” means
the Non-Cumulative Perpetual Preferred Stock, Series A, $100,000
liquidation preference per share, of the Company.


 


“qualified floating rate”
has the meaning specified in Section 4.3(a)(iii).


 


“Rating Agency” means
any nationally recognized statistical rating organization within the meaning of
Section 3(a)(62) of the Exchange Act that currently publishes a rating for
the Company.


 


“Rating Agency Event”
means any Rating Agency amends, clarifies or changes the criteria it uses to
assign equity credit to securities such as the APEX, which amendment,
clarification or change results in:


 


(1) the shortening of the length of time
prior to the Stock Purchase Date that the APEX are assigned a particular level
of equity credit by that Rating Agency as compared to the length of time they
would have been assigned that level of equity credit by that Rating Agency or
its predecessor on the date hereof; or


 


(2) the lowering of the equity credit
(including up to a lesser amount) assigned to the APEX prior to the Stock
Purchase Date by that Rating Agency as compared to the equity credit assigned
by that Rating Agency or its predecessor on the date hereof.


 


“Released Junior
Subordinated Debenture” has the meaning specified in Section 3.4(d).


 


“Relevant Date” means March 15,
2011 in the case of any redemption prior to such date, March 15, 2012 in
the case of any redemption on or after March 15, 2011 and prior to March 15,
2012 if the Stock Purchase Date shall not have occurred on or prior to March 15,
2011, and otherwise March 15, 2013.


 


“Remarketed Junior
Subordinated Debentures” has the meaning specified in Section 3.4(c).


 


“Remarketing” means a
remarketing of Junior Subordinated Debentures pursuant to Article IV and
the Remarketing Agreement.


 


“Remarketing Disruption
Event” means there shall have occurred an event that, if not disclosed in
the offering document for the Remarketing, could cause such offering document
to contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and either (i) in the Company’s judgment, such event is
not required by law to be disclosed at such time and its disclosure might have
a material adverse effect on the Company’s business, or (ii) the
disclosure of such event relates to a previously undisclosed proposed or
pending material business transaction, the disclosure of which would impede the
Company’s ability to consummate such transaction.


 


5

















 


“Remarketing Period”
means the five Business Day Period beginning on the seventh Business Day prior
to February 13, 2011, May 16, 2011, August 16, 2011, November 15,
2011 and February 13, 2012 (or, if any such day is not a Business Day, the
preceding Business Day) until the settlement of a Successful Remarketing or, if
an Early Settlement Event shall have occurred, each of the periods determined
in accordance with Section 4.4.


 


“Remarketing Settlement Date”
means the February 13, May 16, August 16 or November 15
following a Successful Remarketing (or, if any such day is not a Business Day,
the preceding Business Day).


 


“Remarketing Value”
means with respect to each Junior Subordinated Debenture, the present value on
the Remarketing Settlement Date of an amount equal to the principal amount of
such Junior Subordinated Debentures, plus the interest payable on such Junior
Subordinated Debenture on the next Regular Distribution Date, including any
deferred interest, assuming for this purpose, even if not true, that the
interest rate on the Junior Subordinated Debentures remains at the rate in
effect immediately prior to the Remarketing and all accrued and unpaid interest
on the Junior Subordinated Debentures is paid in cash on such date.


 


“Reset Rate” means, if
the Junior Subordinated Debentures are remarked as fixed rate notes, the rate
of interest on the Junior Subordinated Debentures, if any, set in a
Remarketing, as specified in Section 4.3(a).


 


“Reset Spread” means, if
the Junior Subordinated Debentures are remarked as floating rate notes, the
spread, if any, set in a Remarketing, as specified in Section 4.3(a).


 


“Responsible Officer”
means, when used with respect to U.S. Bank National Association in its capacity
as Paying Agent with respect to the Junior Subordinated Debentures, any officer
within the Corporate Trust Services (or any successor department, unit or
division of U.S. Bank National Association) assigned to the Paying Agent Office
of U.S. Bank National Association, in its capacity as Paying Agent, who has
direct responsibility for the administration of the Paying Agent functions of
the Original Indenture and this Supplemental Indenture.


 


“Securities Registrar Office”
means the office of the applicable Securities Registrar at which at any
particular time its corporate agency business shall principally be
administered, which office at the date hereof in the case of U.S. Bank National
Association, in its capacity as Securities Registrar under the Original
Indenture, is located at 100 Wall Street, Suite 1600, New York, New York,
10005, Attention: Corporate Trust Services.


 


“Stated Maturity Date”
means March 15, 2042 or such earlier date as may be specified by the
Company following a Remarketing in accordance with Article IV.


 


“Stock Purchase Contract
Agreement” means the Stock Purchase Contract Agreement, dated as of January 25,
2008, between the Company and the Issuer Trust (acting through the Property
Trustee).


 


“Subjected Junior
Subordinated Debenture” has the meaning specified in Section 3.4(e).


 


6

















 


“Successful” has the
meaning specified in Section 4.5(a).


 


“Supplemental Indenture”
means this instrument as originally executed or as it may form time to time be
supplemented or amended by one or more agreements supplemental hereto entered
into pursuant to the applicable provisions hereof.


 


“Tax Event” means the
Company has received an Opinion of Counsel to the effect that, as a result of:


 


(1) an amendment to or change (including
any announced prospective change) in the laws or regulations of the United
States or any political subdivision or taxing authority of or in the United
States that is enacted or becomes effective after the date hereof;


 


(2) a proposed change in those laws or
regulations that is announced after the date hereof;


 


(3) an official administrative decision
or judicial decision or administrative action or other official pronouncement
interpreting or applying those laws or regulations that is announced after the
date hereof; or


 


(4) a threatened challenge asserted in
connection with an audit of the Trust, the Company or the Company’s
subsidiaries, or a threatened challenge asserted in writing against any other
taxpayer that has raised capital through the issuance of securities that are
substantially similar to the Junior Subordinated Debentures or the APEX;


 


there is more than an
insubstantial increase in risk that:


 


(i) the Issuer Trust (or, if the Company
elects to remarket the Junior Subordinated Debentures in the form of capital
securities, the trust issuing such securities) is, or will be, subject to
United States federal or state income tax with respect to income received or
accrued on the Junior Subordinated Debentures;


 


(ii) interest payable by the Company on
the Junior Subordinated Debentures is not, or will not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes; or


 


(iii) the Issuer Trust (or, if the
Company elects to remarket the Junior Subordinated Debentures in the form of
capital securities, the trust issuing such securities) is, or will be, subject
to more than an insignificant amount of other taxes, duties or other
governmental charges at any time it is the holder of the Junior Subordinated
Debentures.


 


“Treasury Dealer” means
Goldman, Sachs & Co. (or its successor) or, if Goldman, Sachs &
Co. (or its successor) refuses to act as Treasury dealer for this purpose or
ceases to be a primary U.S. Government securities dealer, another nationally
recognized 


 


7

















 


investment
banking firm that is a primary U.S. Government securities dealer specified by
the Company for these purposes.


 


“Treasury Price” means
the bid-side price for the Treasury Security as of the third trading day
preceding the Redemption Date, as set forth in the daily statistical release
(or any successor release) published by the Wall Street Journal, except that: (i) if
that release (or any successor release) is not published or does not contain
that price information on that trading day; or (ii) if the Treasury Dealer
determines that the price information is not reasonably reflective of the
actual bid-side price of the Treasury Security prevailing at 3:30 p.m.,
New York City time, on that trading day, then Treasury Price will instead mean
the bid-side price for the Treasury Security at or around 3:30 p.m., New
York City time, on that trading day (expressed on a next trading day settlement
basis) as determined by the Treasury Dealer through such alternative means as
the Treasury Dealer considers to be appropriate under the circumstances.


 


“Treasury Rate” means
the semi-annual equivalent yield to maturity of the Treasury Security that
corresponds to the Treasury Price (calculated in accordance with standard
market practice and computed as of the second trading day immediately preceding
the Redemption Date).


 


“Treasury Security”
means the United States Treasury security that the Treasury Dealer determines
would be appropriate to use, at the time of determination and in accordance
with standard market practice, in pricing the Junior Subordinated Debentures
being redeemed in a tender offer based on a spread to United States Treasury
yields.


 


“Trust Agreement” means
the Amended and Restated Trust Agreement, dated as of January 25, 2008,
among the Company, as Sponsor, the Property Trustee, the Delaware Trustee, the
Administrative Trustees (each as named therein) and the several Holders of the
Trust Securities.


 


“Unsuccessful” has the
meaning specified in Section 4.5(b).


 


“Underwriting Agreement”
means the Underwriting Agreement, dated January 17, 2008, among the Issuer
Trust, the Company, and the underwriters named therein.


 


ARTICLE II


 


Amendment of Section 3.6 of Original
Indenture


 


SECTION 2.1.  Amendment of Section 3.6. 
The last sentence of the first paragraph of Section 3.6 of the
Original Indenture is hereby amended to read as follows:


 


“Except as may be set forth in
any indenture supplemental hereto with respect to any series of Securities, the
Trustee is hereby appointed “Securities Registrar” for the purposes of
registering Securities and transfers of Securities as herein provided.”


 


8

















 


ARTICLE III


 


General Terms
and Conditions of the Junior Subordinated Debentures


 


SECTION 3.1.  Designation,
Principal Amount and Authorized Denomination. 
There is hereby authorized a series of Securities designated the
Remarketable 6.001% Junior Subordinated Debentures due 2042 (the “Junior
Subordinated Debentures”),
limited in aggregate principal amount to $500,100,000, which amount to be
issued shall be as set forth in any Company Order for the authentication and
delivery of Junior Subordinated Debentures pursuant to the Original
Indenture.  The denominations in which
Junior Subordinated Debentures shall be issuable is $1,000 principal amount and
integral multiples thereof.


 


SECTION 3.2.  Maturity.  The Stated Maturity of the Junior
Subordinated Debentures will be March 15, 2042, subject to change as
provided in Article IV.


 


SECTION 3.3.  Form and
Payment.  Except as provided in Section 3.4, the
Junior Subordinated Debentures shall be issued in fully registered definitive
form without interest coupons.  Principal
of and interest on the Junior Subordinated Debentures issued in definitive form
will be payable, the transfer of such Junior Subordinated Debentures will be
registrable and such Junior Subordinated Debentures will be exchangeable for
Junior Subordinated Debentures bearing identical terms and provisions and
notices and demands to or upon the Company in respect of the Junior
Subordinated Debentures and the Original Indenture, as supplemented by this
Supplemental Indenture, may be served at the Corporate Trust Office of the
Trustee, and the Company appoints the Trustee as its agent for the foregoing
purposes; provided that payment of interest may be made at the option of the
Company by check mailed to the Holder at such address as shall appear in the
Securities Register or by wire transfer in immediately available funds to the
bank account number of the Holder specified in writing by the Holder and
entered in the Securities Register by the Securities Registrar.  Notwithstanding the foregoing, so long as the
Holder of any Junior Subordinated Debenture is the Collateral Agent or the
Custodial Agent, the payment of the principal of and interest (including
expenses and taxes of the Issuer Trust set forth in Section 5.1, if any)
on such Junior Subordinated Debentures held by the Collateral Agent or the
Custodial Agent will be made at the Paying Agent Office or such place and to
such account as may be designated in writing by the Collateral Agent or the
Custodial Agent, as the case may be.  The
Junior Subordinated Debentures may be presented for registration of transfer or
exchange at the Securities Registrar Office.


 


SECTION 3.4.  Junior
Subordinated Debentures Held by Collateral Agent and Custodial Agent; Global
Junior Subordinated Debentures; Adjustment of Global Junior Subordinated
Debentures.  (a)  The Junior Subordinated Debentures
shall be issued initially in fully registered form in the name of the
Securities Intermediary and the Custodial Agent, in their respective capacities
as such.  For so long as such Junior
Subordinated Debentures are held by the Collateral Agent and the Custodial
Agent, each such Junior Subordinated Debenture shall represent the principal
amount so indicated in the Securities Register, provided that the aggregate
principal amount of all such Junior Subordinated Debentures shall at all times
equal the principal amount issued in accordance with Section 3.1.


 


(b)  At any time on or
after the first to occur of the Remarketing Settlement Date, an Early
Termination Event or the redemption of the Capital APEX by the Issuer Trust in
exchange for Junior Subordinated Debentures, the Junior Subordinated Debentures
in definitive form may be presented to the Securities Registrar for exchange
for one or more global Junior Subordinated Debentures in an aggregate principal
amount equal to the aggregate principal 


 


9

















 


amount of the Junior Subordinated Debentures
so presented (a “Global Junior Subordinated Debenture”), to be registered
in the name of the Depositary, or its nominee, and delivered to the Depositary
for crediting to the accounts of its participants pursuant to the instructions
of the Administrative Trustees; provided, however, that any
Junior Subordinated Debentures subject to a Remarketing in the form of New
Capital Securities shall, upon a Remarketing Settlement Event, be transferred
to the Property Trustee.  The Company
upon any such presentation shall execute one or more Global Junior Subordinate
Debentures in such aggregate principal amount and deliver the same to the
Trustee for authentication and delivery in accordance with the Original
Indenture.  The Trustee, upon receipt of
such Global Junior Subordinated Debentures, together with an Officers’
Certificate and an order to the Trustee requesting authentication, will
authenticate such Global Junior Subordinate Debentures and deliver them to the
Securities Registrar, as custodian for the Depositary.  Payments on the Junior Subordinated
Debentures issued as Global Junior Subordinate Debentures will be made to the
Depositary.


 


(c)  In the event that (i) any
Pledged Junior Subordinate Debentures for which no election has been validly
made pursuant to Section 8.02(a) of the Collateral Agreement are to
be released from the Pledge and transferred to the Remarketing Agent (or, if
the Company elects to remarket the Junior Subordinated Debentures in the form
of New Capital Securities pursuant to Section 4.2, the property trustee of
the New Trust) pursuant to Section 8.02(b) of the Collateral
Agreement or (ii) any Pledged Junior Subordinate Debentures for which an
election has been validly made pursuant to Section 8.03(a) of the
Collateral Agreement are to be delivered to the Remarketing Agent (or, if the
Company elects to remarket the Junior Subordinated Debentures in the form of
New Capital Securities pursuant to Section 4.2, the property trustee of
the New Trust) pursuant to Section 8.03(b) of the Collateral
Agreement (collectively, the “Remarketed Junior Subordinated Debentures”),
such transfers shall be evidenced by an endorsement by the Securities Registrar
on the Junior Subordinated Debentures held by the Collateral Agent and the
Custodial Agent, respectively, reflecting a reduction in the principal amount
of such Junior Subordinated Debentures equal in amount to the principal amount
of the Remarketed Junior Subordinated Debentures.  The Securities Registrar shall confirm any
such reduced principal amount by faxing or otherwise delivering a photocopy of
such endorsement made on the Junior Subordinated Debentures evidencing such
reduced or increased principal amount to the Trustee at the facsimile number or
address of the Property Trustee provided for notices to the Property Trustee in
the Collateral Agreement (or at such other facsimile number or address as the
Trustee shall provide to the Securities Registrar).  Upon receipt of such confirmation, the
Trustee shall instruct the Securities Registrar to increase the principal
amount of a Global Junior Subordinated Debenture in an amount equal to the
aggregate principal amount of the Remarketed Junior Subordinate Debentures by
an endorsement made by the Securities Registrar on such Global Junior
Subordinated Debenture to reflect such increase.


 


(d)  In the event that any
Pledged Junior Subordinated Debenture is to be released from the Pledge and
transferred to the Custodial Account pursuant to Section 6.02(a) of
the Collateral Agreement (a “Released Junior Subordinated Debenture”),
as a result of the exchange of Normal APEX and Qualifying Treasury Securities
for Stripped APEX and Capital APEX as provided in Section 6.02(a) of
the Collateral Agreement, such transfer shall be evidenced by an endorsement by
the Collateral Agent or the Securities Registrar on the Junior Subordinated
Debenture held by the Collateral Agent reflecting a reduction in the principal
amount of such Junior Subordinated Debenture equal in amount to the principal
amount of the Released Junior 


 


10

















 


Subordinated Debenture.  The Collateral Agent shall confirm any such
reduced principal amount by faxing or otherwise delivering a photocopy of such
endorsement made on the Junior Subordinated Debenture evidencing such reduced
principal amount to the Trustee at the facsimile number or address of the
Trustee provided for notices to the Property Trustee in the Collateral
Agreement (or at such other facsimile number or address as the Property Trustee
shall provide to the Collateral Agent). 
Upon receipt of such confirmation, the Trustee shall instruct the
Custodial Agent or Securities Registrar to increase the principal amount of the
Junior Subordinated Debenture held by the Custodial Agent in an amount equal to
the reduced principal amount by an endorsement made by the Custodial Agent or
Securities Registrar on such Junior Subordinated Debenture to reflect such
increase.


 


(e)  In the event that a
Junior Subordinated Debenture is transferred to the Collateral Account pursuant
to Section 6.03(b)(i) of the Collateral Agreement (a “Subjected
Junior Subordinated Debenture”) in connection with the exchange of Stripped
APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities as
provided in Section 6.03 of the Collateral Agreement, such transfer shall
be evidenced by an endorsement by the Collateral Agent or the Securities
Registrar on the Junior Subordinated Debenture held by the Collateral Agent
reflecting an increase in the principal amount of such Junior Subordinated
Debenture equal in amount to the principal amount of such Subjected Junior
Subordinated Debenture.  The Collateral
Agent shall confirm any such increased principal amount by faxing or otherwise
delivering a photocopy of such endorsement made on the Junior Subordinated Debenture
evidencing such increased principal amount to the Trustee at the facsimile
number or address of the Trustee provided for notices to the Trustee in the
Collateral Agreement (or at such other facsimile number or address as the
Trustee shall provide to the Collateral Agent). 
Upon receipt of such confirmation, the Trustee shall instruct the
Custodial Agent or the Securities Registrar to decrease the principal amount of
the Junior Subordinated Debenture held by the Custodial Agent in an amount
equal to the increased principal amount by an endorsement made by the Custodial
Agent or Securities Registrar on such Junior Subordinated Debenture to reflect
such decrease.


 


SECTION 3.5.  Interest. 
(a)  Each Junior Subordinated Debenture will bear interest as
provided in the form of Junior Subordinated Debentures set forth in Section 6.1.


 


(b)  The Company shall
have the right to (and shall, if so directed by the Federal Reserve) defer the
payment of interest on the Junior Subordinated Debentures, as provided in Section 3.12
of the Original Indenture, for one or more Extension Periods extending to not
later than 10 consecutive Interest Payment Dates (or the equivalent if interest
periods are not at the time semi-annual) after the commencement of such
Extension Period.  The Trustee shall give
notice of the Company’s election to begin or extend any Extension Period to the
Holders of the Outstanding Junior Subordinate Debentures in the form of a
notice thereof as shall have been prepared by the Company and furnished to the
Trustee.  The restrictions on the Company’s
rights to declare or pay dividends or distribution on, or redeem, purchase,
acquire or make a liquidation payment with respect to any shares of its capital
stock, to make payments on Parity Securities and on any of its debt securities
that rank junior to the Junior Subordinated Debentures or guarantees that rank
junior to the Guarantee set forth in Section 3.12 or 10.7 of the Original
Indenture shall be subject to the exceptions set forth in Section 6.1.


 


11
















 


(c)  If on the Stock Purchase Date the
Company has not paid in cash all interest accrued on the Junior Subordinated
Debentures and there is a Failed Remarketing, the Company will pay the Issuer
Trust such deferred interest on the Stock Purchase Date in subordinated notes
that have a principal amount equal to the aggregate amount of deferred interest
as of the Stock Purchase Date, mature on the later of March 15, 2013 and
five years after commencement of the related Extension Period, bear interest at
a rate per  annum equal to the rate of interest originally in
effect on the Junior Subordinated Debentures (subject to deferral on the same
basis as the Junior Subordinated Debentures), are subordinate and rank junior
in right of payment and upon liquidation to the Company’s obligations to the
holders of Senior Indebtedness of the Company on the same basis as the Junior
Subordinated Debentures and are redeemable by the Company at any time or from
time to time prior to their stated maturity at a redemption price equal to the
principal amount thereof plus any accrued and unpaid interest to the date of
redemption; provided that the Company shall register such subordinated
notes under the Securities Act prior to the delivery thereof to the Property
Trustee unless they may be so delivered pursuant to an exemption from
registration thereunder.


 


SECTION 3.6. 
Redemption of the Junior Subordinated Debentures.  (a)  The Junior Subordinated Debentures
shall not be subject to the right of redemption specified in Section 11.7
of the Original Indenture.


 


(b)  The Company may from time to time
redeem the Junior Subordinated Debentures, in whole or in part, at any date on
or after the later of March 15, 2013 and the date that is two years after
either (i) the Remarketing Settlement Date or (ii) the next
succeeding March 15, June 15, September 15 or December 15
following a Failed Remarketing, as the case may be, at a redemption price equal
to 100% of the principal amount thereof plus accrued and unpaid interest,
including deferred interest (if any), to the date of redemption, in accordance
with Article XI of the Original Indenture; provided that the Company may
not redeem the Junior Subordinated Debentures in part if the principal amount
has been accelerated and such acceleration has not been rescinded or unless all
accrued and unpaid interest has been paid in full on all outstanding Junior
Subordinated Debentures for all Interest Periods terminating on or before the
Redemption Date.  In connection with a
Remarketing, the Company may change the date after which it may redeem Junior
Subordinated Debentures to a later date or change the redemption price in
accordance with Article IV.


 


(c)  Prior to the Stock Purchase Date,
the Company may redeem all, but not less than all, of the Junior Subordinated
Debentures upon the occurrence of a Capital Treatment Event, Investment Company
Event, Rating Agency Event or Tax Event. 
On or after the Stock Purchase Date and prior to the later of March 15,
2013 and the date that is two years after either (i) the Remarketing
Settlement Date or (ii) the next succeeding March 15, June 15, September 15
or December 15 following a Failed Remarketing, as the case may be, the
Company may also redeem all, but not less than all of the Junior Subordinated
Debentures upon the occurrence of an Investment Company Event or Tax
Event.  The redemption price for the
Junior Subordinated Debentures redeemed pursuant to this Section 3.6(c) will
be 100% of the principal amount of Junior Subordinated Debentures to be
redeemed, plus accrued and unpaid interest through the date of redemption, in
the case of any redemption in connection with a Capital Treatment Event or
Investment Company Event, and the greater of 100% of the principal amount
Junior Subordinated Debentures to be redeemed and the applicable Make-Whole
Amount, plus accrued 


 


12

















 


and unpaid interest through the date of redemption, in the case of any
redemption in connection with a Rating Agency Event or Tax Event.


 


(d)  The Junior Subordinated Debentures
are not entitled to any sinking fund payments.


 


SECTION 3.7. 
Events of Default.  (a) 
Clauses (1) through (3) of Section 5.1 of the Original Indenture
shall not apply to the Junior Subordinated Debentures.  The following events are hereby designated as
Events of Default with respect to the Junior Subordinated Debentures pursuant
to clause (6) of Section 5.1 of the Original Indenture:


 


(i) 
a default in the payment of interest, including Additional Interest, in full on
any Junior Subordinated Debentures for a period of 30 days after deferral for
10 consecutive semi-annual Interest Periods (or the equivalent thereof);


 


(ii) 
termination of the Issuer Trust at any time it is holding the Junior
Subordinated Debentures, unless the Capital Securities are redeemed and the
Junior Subordinated Debentures are distributed to holders of Capital APEX and,
if such termination occurs prior to the Stock Purchase Date or, if earlier, the
Remarketing Settlement Date, the holders of the Normal APEX; and


 


(iii) 
receivership of a major subsidiary depository institution of the Company within
the meaning of the Federal Reserve’s risk-based capital guidelines applicable
to bank holding companies.


 


(b)  For the avoidance of doubt, and
without prejudice to any other remedies that may be available to the Trustee,
the Holders of the Junior Subordinated Debentures or the holders of the
Preferred Securities under the Original Indenture, no breach by the Company of
any other covenant or obligation under the Original Indenture or the terms of
the Junior Subordinated Debentures shall be an Event of Default with respect to
the Junior Subordinated Debentures.


 


(c)  So long as any Junior Subordinated
Debentures are held by or on behalf of the Issuer Trust, the Trustee shall
provide to the holders of the Normal APEX, Trust Common Securities and Capital
APEX such notices as it shall from time to time provide under Section 6.2
of the Original Indenture.  In addition,
the Trustee shall provide to the holders of the Normal APEX, Trust Common
Securities and Capital APEX notice of any Event of Default or event that, with
the giving of notice or lapse of time, or both, would become an Event of
Default with respect to the Junior Subordinated Debentures within 30 days after
the actual knowledge of a Responsible Officer of the Trustee of such Event of
Default or other event.


 


SECTION 3.8. 
Securities Registrar; Paying Agent; Delegation of Trustee Duties.  (a)  The Company appoints U.S. Bank
National Association, as Securities Registrar and Paying Agent with respect to
the Junior Subordinated Debentures for so long as it shall act as Collateral
Agent and Custodial Agent and is the Holder of the Junior Subordinated
Debentures in any of such capacities.


 


13

















 


(b)  Notwithstanding any provision
contained herein, to the extent permitted by applicable law, the Trustee may
delegate its duty to provide such notices and to perform such other duties as
may be required to be provided or performed by the Trustee under the Original
Indenture and this Supplemental Indenture, and, to the extent such obligation
has been so delegated, the Trustee shall not be responsible for monitoring the
compliance of, nor be liable for the default or misconduct of, any such
designee.


 


SECTION 3.9. 
Amendment; Supplemental Indenture.  Solely for the benefit of the holders of the
Junior Subordinated Debentures, Section 9.1 of the Original Indenture is
hereby amended to add the following subsection (10):


 


(10)                            to add to or change any
terms of the Original Indenture or the Junior Subordinated Debentures to
conform the terms of this Original Indenture or the Junior Subordinated
Debentures to the description of the Junior Subordinated Debentures in the
Prospectus (as defined in the Trust Agreement).


 


ARTICLE IV


 


Remarketing and Rate Reset Procedures


 


SECTION 4.1. 
Obligation to Conduct Remarketing and Related Requirements.  (a)  The Company and the Property
Trustee (on behalf of the Issuer Trust) shall appoint the Remarketing Agent and
enter into a Remarketing Agreement prior to the first Remarketing to effect the
Remarketing of the Junior Subordinated Debentures upon the terms, conditions
and other provisions provided therein and in the Trust Agreement and the
Collateral Agreement.


 


(b)  The Remarketing Agreement shall
provide that the Company and the Remarketing Agent agree to use commercially
reasonable efforts to effect the Remarketing of the Junior Subordinated
Debentures (including, at the Company’s election, the Remarketing of the Junior
Subordinated Debentures in the form of capital securities) as described in this
Article IV, and in connection therewith, the Remarketing Agent will use
its commercially reasonable efforts to obtain a price for all the Remarketed
Junior Subordinate Debentures that results in proceeds, net of any remarketing
fee, of at least 100% of their aggregate Remarketing Value.  If in the judgment of counsel to the Company
or the Remarketing Agent it is necessary for a registration statement covering
the Junior Subordinated Debentures to have been filed and have become effective
under the Securities Act in order to effect the Remarketing, then the Company
shall (i) use commercially reasonable efforts to ensure that a
registration statement covering the full principal amount of Junior
Subordinated Debentures to be remarketed shall have become effective in a form
that will enable the Remarketing Agent to rely on it in connection with the
Remarketing or (ii) effect such Remarketing pursuant to Rule 144A (if
available) under the Securities Act or another available exemption from the
registration requirements under the Securities Act.


 


(c)  On any day other than the last day
of a Remarketing Period, the Company shall have the right, in its absolute
discretion and without prior notice to the Holders, to postpone the Remarketing
until the following Business Day.


 


14

















 


(d)  If a Remarketing Disruption Event
has occurred and is continuing as of the last day of a Remarketing Period for a
proposed Remarketing Settlement Date in February 2011, May 2011, August 2011
or November 2011 and no Early Settlement Event has occurred, the Company
may elect not to attempt a Remarketing on that day.  The consequence of that election will be that
the Remarketing for the related Remarketing Period will not be Successful and
the Company will be obligated to use its commercially reasonable efforts to
effect the Remarketing Period in the next succeeding February, May, August or
November, as applicable.


 


SECTION 4.2. 
Company Decisions in Connection with Remarketing.  In connection with Remarketings, the Company
shall have the right hereunder, subject to Section 4.3(a), without the
consent of any Holder of the Junior Subordinated Debentures, to change certain
terms of the Junior Subordinated Debentures as provided below in this Section 4.2.  By not later than the 21st day
prior to the first day of each Remarketing Period, the Company will specify the
following information or decisions in a notice to the Remarketing Agent, the
Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the
Issuer Trust) and the Trustee (clauses (a) through (f) applying only
if the Remarketing is Successful and clause (g) applying only in the case
of a Failed Remarketing):


 


(a) 
whether the Stated Maturity Date will remain at March 15, 2042 or will be
changed to an earlier date (specifying such date if applicable); provided  that the Stated Maturity Date may not be
changed to a date earlier than the earlier of (i) the later of March 15,
2013 and the date that is two years after the Remarketing Settlement Date and (ii) if
the Remarketing Settlement Date occurs during an Extension Period, the seventh
anniversary of the first day of such Extension Period;


 


(b) 
whether to change the date after which the Junior Subordinated Debentures will
be redeemable at the Company’s option and the redemption price or prices;
provided  that no redemption date for the
Junior Subordinated Debentures may be earlier than the earlier of (i) the
later of March 15, 2013 and the date that is two years after the
Remarketing Settlement Date and (ii) if the Remarketing Settlement Date
occurs during an Extension Period, the seventh anniversary of the first day of
such Extension Period; provided, further, that no redemption
price may be less than the principal plus accrued and unpaid interest
(including Additional Interest) on the Junior Subordinated Debentures;


 


(c) 
whether the Company is exercising its right under Section 8.2 to cause the
subordination provisions in the Original Indenture to cease to apply to the
Junior Subordinated Debentures, if the Remarketing is Successful, from and
after the Remarketing Settlement Date and if so, whether it also elects that
the Junior Subordinated Debentures shall no longer be subject to the interest
deferral provisions of Section 3.12 of the Original Indenture;


 


(d) 
whether the Junior Subordinated Debentures will be remarketed in the form of
New Capital Securities;


 


(e) 
whether the Junior Subordinated Debentures will be remarketed as fixed rate
notes or floating rate notes;


 


15

















 


(f) 
if the Junior Subordinated Debentures will be remarketed as floating rate
notes, the applicable index (which must be a qualified floating rate) and the
interest payment dates and manner of calculation of interest on the Junior
Subordinated Debentures, which the Company may change to correspond with the
market conventions applicable to notes bearing interest at rates based on the
applicable index; and


 


(g) 
whether following a Failed Remarketing:


 


(i) 
the Stated Maturity Date will remain at March 15, 2042 or will be changed
to an earlier date, which date shall not be earlier than the later of March 15,
2013 and the date that is two years after the final scheduled Remarketing
Settlement Date (specifying such date if applicable); and


 


(ii) 
the date after which the Junior Subordinated Debentures will be redeemable at
the Company’s option will be changed (which date shall not be earlier than the
later of March 15, 2013 and the date that is two years after the final
scheduled Remarketing Settlement Date) and the redemption price or prices;


 


provided that if the
Failed Remarketing occurs during an Extension Period any changed Stated
Maturity Date of the Junior Subordinated Debentures determined pursuant to
clause (i) or early redemption date determined pursuant to clause (ii) may
not be earlier than the seventh anniversary of the first day of such Extension
Period.


 


Any such elections made by the Company
pursuant to clauses (a) through (f) shall, upon successful completion
of a Remarketing, automatically apply and come into effect in respect of the
Junior Subordinated Debentures as of the Remarketing Settlement Date and any
such elections made by the Company pursuant to clause (g) in connection
with a Failed Remarketing shall come into effect in respect of the Junior
Subordinated Debentures upon the announcement by the Company that the Final
Remarketing is a Failed Remarketing.


 


SECTION 4.3. 
Reset of Interest Rate in Connection with Remarketings and Related
Changes in Terms.  (a)  As part
of and in connection with each Remarketing, the Remarketing Agent shall
determine the Reset Rate or Reset Spread on the Junior Subordinated Debentures,
subject to Section 4.3(b) through (e), pursuant to the Remarketing
Agreement and in accordance with the other provisions of this Article IV,
that will apply to all Junior Subordinated Debentures (whether or not sold in
the Remarketing) if such Remarketing is Successful for each Interest Period or
portion thereof commencing on or after such Remarketing Settlement Date,
subject to the following provisions and limitations:


 


(i) 
in connection with a Remarketing that is not a Final Remarketing, (A) if
the Junior Subordinated Debentures are remarketed as fixed rate notes, the
Reset Rate may not exceed the Fixed Rate Reset Cap and (B) if the Junior
Subordinated Debentures are remarketed as floating rate notes, the Reset Spread
may not exceed the Floating Rate Reset Cap and for the avoidance of doubt,
that, in connection with a Final Remarketing, the Reset Rate Cap and the
Floating Rate Reset Cap shall not be applicable;


 


(ii) 
the interest rate on the Junior Subordinated Debentures may not at any time be
less than 0% per  annum; and


 


16

















 


(iii) 
if (A) the interest rate on the Junior Subordinated Debentures is not a
fixed rate or a “qualified floating rate”(as defined in U.S. Treasury
regulations section 1.1275-5(b)), (B) interest on the Junior Subordinated
Debentures is not unconditionally payable at intervals of no more than one year
through the remaining term of the Junior Subordinated Debentures, or (C) the
redemption price of the Junior Subordinated Debentures is not their principal
amount (disregarding a customary call premium that is fixed or objectively
determinable based on a qualified floating rate), then the Company shall have
received a written opinion of Ropes & Gray LLP or other nationally
recognized tax counsel experienced in such matters to the effect that the
discussion contained in the Prospectus under the heading “Certain U.S. Federal
Income Tax Consequences” is materially correct, taking into account all of the
terms of the Junior Subordinated Debentures following the Remarketing.


 


(b)  If the Remarketing has been
determined to be Successful in accordance with Section 4.5(a), by
approximately 4:30 P.M., New York City time, on the date of such
Successful Remarketing, the Remarketing Agent shall notify the Company, the
Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the
Issuer Trust) and the Trustee that the Remarketing was Successful and the Reset
Rate or Reset Spread determined as part of such Remarketing in accordance with
this Article IV.


 


(c)  If a Remarketing is Successful,
then commencing with the related Remarketing Settlement Date the interest rate
on the Junior Subordinated Debentures shall be reset to the rate, determined in
accordance with this Article IV pursuant to such Remarketing and the other
changes, if any, in the terms of the Junior Subordinated Debentures as notified
by the Company pursuant to Section 4.2, shall become effective in
accordance with this Article IV.


 


(d)  If a Remarketing other than the
Final Remarketing is not Successful:


 


(i) 
no Junior Subordinated Debentures will be sold in such Remarketing;


 


(ii) 
the interest rate will remain unchanged unless and until it is reset pursuant
to a subsequent Remarketing in accordance with this Article IV;


 


(iii) 
the other changes, if any, in the terms of the Junior Subordinated Debentures,
as notified by the Company pursuant to Section 4.2, shall not become
effective; and


 


(iv) 
the Company and the Remarketing Agent shall attempt another Remarketing during
the next Remarketing Period.


 


(e)  Upon the occurrence of a Failed
Remarketing:


 


(i) 
no Junior Subordinated Debentures will be sold in such Remarketing and no
further attempts at Remarketing shall be made;


 


(ii) 
the interest rate will remain unchanged and the Junior Subordinated Debentures
will continue to bear interest at the interest rate otherwise in effect,
payable on the dates set forth in the Junior Subordinated Debentures, subject
to Section 3.5(b);


 


17

















 


(iii) 
the other changes, if any, in the terms of the Junior Subordinated Debentures
as notified by the Company pursuant to clauses (a) through (f) of the
second sentence of Section 4.2, shall not become effective;


 


(iv) 
the Stated Maturity Date and early redemption date for the Junior Subordinated
Debentures will change in accordance with clause (g) of the second
sentence of Section 4.2, as applicable;


 


(v) 
in the case of Junior Subordinated Debentures corresponding to Normal APEX and
Trust Common Securities, such Junior Subordinated Debentures will be applied in
satisfaction of the Issuer Trust’s obligations under Stock Purchase Contracts
in accordance with the Collateral Agreement; and


 


(vi) 
in the case of Junior Subordinated Debentures corresponding to Capital APEX,
such Junior Subordinated Debentures will be returned to the Custodial Agent in
accordance with the Collateral Agreement.


 


SECTION 4.4. 
Early Remarketing.  If an
Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing
Periods shall be the five Business Day periods commencing on the seventh
Business Day prior to the next Remarketing Settlement Date that is at least 30
days after the occurrence of such Early Settlement Event, and concluding with
the earlier to occur of the fifth such date and a Successful Remarketing; provided
that in the case of an Early Settlement Event of the type described in clause (v) of
the definition of such term, there shall be only one Remarketing Period and the
Reset Rate or Reset Spread shall not be subject to the Fixed Rate Reset Cap or
Floating Rate Reset Cap, as the case may be, and if the Remarketing conducted
on such date is not Successful, it shall be a Failed Remarketing and the Stock
Purchase Date shall be the next succeeding March 15, June 15, September 15
or December 15 (or if such day is not a Business Day, the next Business
Day).


 


SECTION 4.5.  Company Announcements.  (a)  If by 4:00 P.M., New York City
time, on any Business Day during a Remarketing Period the Remarketing Agent has
found buyers for all of the Junior Subordinated Debentures offered in the
Remarketing in accordance with this Article IV, a “Successful” Remarketing
shall be deemed to have occurred.  In the
event of a Successful Remarketing, the Company shall issue a press release
through Bloomberg Business News or other reasonable means of distribution
stating that such Remarketing was Successful and specifying the Reset Rate or
Reset Spread and shall post such information on its website on the World Wide
Web.


 


(b)  If, by 4:00 P.M.,
New York City time, on the last day of any Remarketing Period the Remarketing
Agent is unable to find buyers for all of the Junior Subordinated Debentures
offered in such Remarketing, including any Remarketing that would qualify as a
Final Remarketing, in accordance with this Article IV, an “Unsuccessful”
Remarketing shall be deemed to have occurred. 
In the event of an Unsuccessful Remarketing, the Company shall issue a
press release through Bloomberg Business News or other reasonable means of
distribution stating that such Remarketing was an Unsuccessful Remarketing, and
publish such information on its website on the World Wide Web.


 


18

















 


(c)  If on any Business Day during a
Remarketing Period other than the last day thereof the Company has determined
to postpone the Remarketing until the next Business Day, the Company shall
issue a press release through Bloomberg Business News or other reasonable means
of distribution stating that such Remarketing has been postponed and shall post
such information on its website on the World Wide Web.


 


SECTION 4.6.  Supplemental Indenture.  Notwithstanding any provision of the Original
Indenture to the contrary, the Company and the Trustee may enter into a
supplemental indenture without the consent of any Holder of the Junior
Subordinated Debentures to reflect any modifications to the terms of the Junior
Subordinated Debentures pursuant to the terms of this Article IV and to
provide for the exchange of the Junior Subordinated Debentures for Junior
Subordinated Debentures in the form reflecting such modifications and adopted
pursuant to such supplemental indenture.


 


ARTICLE V


 


Expenses


 


SECTION 5.1.  Expenses.  In connection with the offering, sale and issuance
of the Junior Subordinated Debentures to the Issuer Trust on behalf of the
Issuer Trust and in connection with the sale of the Trust Securities by the
Issuer Trust, the Company, in its capacity as borrower with respect to the
Junior Subordinated Debentures, shall:


 


(a) 
pay all costs and expenses relating to the offering, sale and issuance of the
Junior Subordinated Debentures, including commissions to the underwriters
payable pursuant to the Underwriting Agreement and compensation of the Trustee
under this Supplemental Indenture in accordance with the provisions of this
Supplemental Indenture; and


 


(b) 
be responsible for and shall pay all debts and obligations (except for any
amounts owed to Holders of the APEX in their respective capacities as Holders)
and all costs and expenses of the Issuer Trust (including, but not limited to,
costs and expenses relating to the organization, maintenance and dissolution of
the Issuer Trust), the offering, sale and issuance of the Trust Securities
(including commissions to the underwriters in connection therewith), the fees
and expenses (including reasonable counsel fees and expenses) of the Property
Trustee, the Delaware Trustee, the Administrative Trustees, the Securities
Registrar, and the Paying Agent, the costs and expenses relating to the
operation of the Issuer Trust, including, without limitation, costs and
expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment,
paying agent(s), registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and expenses incurred
in connection with the acquisition, financing, and disposition of Issuer Trust
assets and the enforcement by the Property Trustee of the rights of the Holders
of the Junior Subordinated Debentures.


 


The Company’s obligations under this Section 5.1
shall be for the benefit of, and shall be enforceable by, any person to whom
such debts, obligations and costs are owed (a 


 


19

















 


“Creditor”) whether
or not such Creditor has received notice hereof.  Any such Creditor may enforce the Company’s
obligations under this Section 5.1 directly against the Company and the
Company irrevocably waives any right or remedy to require that any such
Creditor take any action against the Issuer Trust or any other Person before
proceeding against the Company.  The
Company agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 5.1.


 


ARTICLE VI


 


Form of Junior Subordinated Debenture


 


SECTION 6.1.  Form of Junior Subordinated
Debentures.  The Junior Subordinated
Debentures are to be substantially in the following form and shall bear any
legend required by Section 2.2 of the Original Indenture:


 


	
  No.

  	
   

  	
   

  	
  Principal
  Amount:

  
	
  Issue
  Date: January 25, 2008

  	
   

  



 


STATE STREET CORPORATION


 


REMARKETABLE 6.001% JUNIOR
SUBORDINATED JUNIOR SUBORDINATED DEBENTURE DUE 2042


 


STATE STREET CORPORATION, a corporation
organized and existing under the laws of Massachusetts (hereinafter called the “Company”, which term includes any successor corporation
under the Original Indenture hereinafter referred to), for value received,
hereby promises to pay to                   ,
or registered assigns, the principal sum of                   
Dollars or such other principal sum reflected in the Schedule of Increases and
Decreases on March 15, 2042 or such earlier date as may be specified by
the Company following a Remarketing (such date is hereinafter referred to as
the “Stated Maturity Date”).  The Company further promises to pay interest
on said principal sum from January 25, 2008, or from the most recent
interest payment date (each such date, an “Interest Payment Date”)
on which interest has been paid or duly provided for (subject to deferral as
set forth herein), semi-annually in arrears on March 15 and September 15
of each year, commencing September 15, 2008, and on the Stock Purchase
Date in the event of a Failed Remarketing if not otherwise an Interest Payment
Date, at the rate of 6.001% per  annum (or after the Remarketing
Settlement Date at such rate per  annum as may be established in
the Remarketing), until the principal hereof shall have become due and payable,
plus Additional Interest, if any, until the principal hereof is paid or duly
provided for or made available for payment. 
The amount of interest payable for any period shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.  In the event that any date on which interest
is payable on this Junior Subordinated Debenture is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay), in each case with the same force and effect as if
made on the date the payment was originally payable.  A “Business Day”
shall mean any day other than a Saturday, Sunday, or any other day on which
banking institutions and trust companies in New York, New York, 


 


20

















 


Boston, Massachusetts or
Wilmington, Delaware, are permitted or required by any applicable law to
close.  The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Original Indenture, be paid to the Person in whose
name this Junior Subordinated Debenture (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest installment, which shall be the date that is the last day of the month
immediately preceding the month in which such Interest Payment Date falls
(whether or not a Business Day).  Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Junior Subordinated Debenture
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Junior Subordinated
Debentures not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Junior Subordinated Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Original Indenture.


 


If the principal amount hereof or any portion
of such principal amount is not paid when due (whether upon acceleration, upon
the date set for payment of the Redemption Price or upon the Stated Maturity
Date) or if interest due hereon (or any portion of such interest), is not paid
when due, then in each such case the overdue amount shall, to the extent
permitted by law, bear interest at the rate then borne by this Junior
Subordinated Debenture for the applicable Interest Period, compounded at the
end of such Interest Period, which interest shall accrue from the date such
overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for.  All such interest shall be payable as set
forth in the Original Indenture.


 


The Company shall have the right at any time
during the term of this Junior Subordinated Debenture to defer payment of
interest on this Junior Subordinated Debenture, at any time or from time to
time, for up to 10 consecutive semi-annual Interest Periods (or the equivalent
thereof, if the Interest Periods are not then semi-annual) with respect to each
deferral period (each, an “Extension Period”),
during which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date, and at the end of which the
Company shall pay all interest then accrued and unpaid (together with
Additional Interest thereon to the extent permitted by applicable law); provided
that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Junior Subordinated Debenture; provided, further,
that during any such Extension Period, the Company shall not, and shall not
permit any Subsidiary of the Company to, (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company’s capital stock, (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt security of the Company that ranks or make any payments
under any guarantee that ranks, upon liquidation, pari  passu in
all respects with the Junior Subordinated Debenture (including this Junior
Subordinated Debenture, “Parity Securities”)
or any debt security of the Company that ranks junior to the Junior
Subordinated Debenture or (iii) make any payments with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the
Company that by their terms ranks equal or junior in interest to Guarantee
related to the APEX (other than (a) any repurchase, redemption or other
acquisition 


 


21

















 


of shares of the Company’s
capital stock in connection with (1) any employment contract, benefit plan
or other similar arrangement with or for the benefit of any one or more
employees, officers, directors, consultants or independent contractors, (2) the
satisfaction of the Company’s obligations pursuant to any contract entered into
in the ordinary course prior to the beginning of the Extension Period, (3) a
dividend reinvestment or stockholder purchase plan, or (4) the issuance of
the Company’s capital stock, or securities convertible into or exercisable for
such capital stock, as consideration in an acquisition transaction entered into
prior to the applicable Extension Period; (b) any exchange, redemption or
conversion of any class or series of the Company’s capital stock, or the
capital stock of one of its subsidiaries, for any other class or series of the
Company’s capital stock, or any class or series of the Company’s indebtedness
for any class or series of its capital stock; (c) any purchase of
fractional interests in shares of the Company’s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being
converted or exchanged; (d) any declaration of a dividend in connection
with any rights plan, or the issuance of rights, stock or other property under
any rights plan, or the redemption or repurchase of rights pursuant thereto; (e) payments
under any Guarantee Agreement; (f) payments of interest on Parity
Securities (including the Junior Subordinated Debentures) in additional Parity
Securities (including any Additional Subordinated Debentures) and any
repurchase of Parity Securities (including the Junior Subordinated Debentures)
in exchange for preferred stock (including the Preferred Stock), in each case
in connection with a Failed Remarketing or similar event; (g) any payment
of current or deferred interest on Parity Securities that is made pro rata to
the amounts due on such Parity Securities (including the Junior Subordinated
Debentures) and any payments of principal of or deferred interest on Parity
Securities that, if not made, would cause the Company to breach the terms of
the instrument governing such Parity Securities; or (h) any dividend in
the form of stock, warrants, options or other rights where the dividend stock
or stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks equally
with or junior to such stock).  Prior to
the termination of any such Extension Period, the Company may further extend
the interest payment period, provided that no Extension Period shall
exceed 10 consecutive semi-annual Interest Periods or extend beyond the Stated
Maturity of the principal of this Junior Subordinated Debenture.  Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest then due, the
Company may elect to begin a new Extension Period, subject to the above
requirements.  Subject to the last
sentence of this paragraph, no interest shall be due and payable during an
Extension Period except at the end thereof. 
The Company shall give the Trustee and the Paying Agent notice of its
election to begin or extend any Extension Period at least 10 Business Days
prior to the date on which interest on the Junior Subordinated Debentures would
be payable but for the election to begin or extend such Extension Period.  The Trustee or its designee shall give notice
of the Company’s election to begin or extend any Extension Period to the
Holders of the Junior Subordinated Debentures, to the Administrative Trustees
and to the holders of the Capital APEX, and if such election is made prior to
the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, to the
holders of the Normal APEX.  If an
Extension Period is in effect on the Stock Purchase Date and there is a Failed
Remarketing, then the Company will pay the Holder the deferred interest on the
Stock Purchase Date in subordinated debentures (“Additional
Subordinated Debentures”) that (i) have a principal amount
equal to the aggregate amount of deferred interest as of the Stock Purchase
Date, (ii) mature on the later of March 15, 2013 and five years after
the commencement of such Extension Period, (iii) bear interest at a rate per
annum equal to the rate of interest 


 


22

















 


originally in effect on the
Junior Subordinated Debentures, (iv) are subordinate and rank junior in
right of payment and upon liquidation to all of the Company’s Senior
Indebtedness on the same basis as the Junior Subordinated Debentures and (v) are
redeemable by the Company at any time prior to their stated maturity and the
restrictions set forth in the first sentence of this paragraph shall remain in
effect until the Company has paid in full all amounts outstanding under such
notes.


 


Payment of the principal of (and premium, if
any) and interest on this Junior Subordinated Debenture will be made at the
office or agency of the Company maintained for that purpose in the United
States, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided
that at the option of the Company payment of interest may be made (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Securities Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Securities
Register in writing not less than 10 days before the date of the interest
payment.


 


The indebtedness evidenced by this Junior
Subordinated Debenture is, to the extent provided in the Original Indenture,
subordinate and junior in right of payment and upon liquidation to the prior
payment in full of all Senior Indebtedness, and this Junior Subordinated
Debenture is issued subject to the provisions of the Original Indenture with
respect thereto; provided that the Company may elect at any time
effective on or after the Remarketing Settlement Date, that the indebtedness
evidenced by this Junior Subordinated Debenture shall cease to be subordinate
and junior in right of payments to the prior payment in full of all Senior
Indebtedness.  Each Holder of this Junior
Subordinated Debenture, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such actions as may be necessary or appropriate to effectuate
the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. 
Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Original
Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.


 


Reference is hereby made to the further
provisions of this Junior Subordinated Debenture set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by
manual signature, this Junior Subordinated Debenture shall not be entitled to
any benefit under the Original Indenture or be valid or obligatory for any
purpose.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


	
   

  	
  STATE
  STREET CORPORATION

  



 


23

















 


	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chairman, Vice
  Chairman,

  	
   

  
	
   

  	
   

  	
  President or Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Secretary or Assistant
  Secretary

  	
   

  	
   

  
	
   

  	
   

  



 


24

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities referred to in
the within mentioned Original Indenture.


 


Dated:


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee 

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


25
















 


(FORM OF
REVERSE OF JUNIOR SUBORDINATED DEBENTURE)


 


This Junior Subordinated
Debenture is one of a duly authorized issue of securities of the Company
(herein called the “Junior Subordinated
Debentures”), issued and to be issued in one or more series under
Junior Subordinated Indenture, dated as of December 15, 1996 (herein
called the “Original Indenture”), between the
Company and The Bank of New York (as successor in interest to J.P. Morgan
Chase & Co. (as successor in interest to Bank One Trust Company, N.A.
(as successor in interest to The First National Bank of Chicago))) (the “Original Trustee”), as amended and supplemented by the
Supplemental Indenture, dated as of January 25, 2008 (the “Supplemental Indenture,” and together with the Original
Indenture, the “Indenture”), among the Company,
U.S. Bank National Association (as successor to The Bank of New York), as
original trustee and as Trustee (the “Trustee”), to
which Original Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Junior Subordinated Debentures, and of the terms upon which the Junior
Subordinated Debentures are, and are to be, authenticated and delivered.  By terms of the Original Indenture, the
Securities are issuable in series that may vary as to amount, date of maturity,
rate of interest, rank and in other respects provided in the Original
Indenture.


 


All terms used in this Junior
Subordinated Debenture that are defined in the Original Indenture or in the
Amended and Restated Trust Agreement, dated as of January 25, 2008 (the “Trust Agreement”), for State Street Capital Trust III among
State Street Corporation, as Sponsor, the Trustees named therein and the
several Holders of the Trust Securities, shall have the meanings assigned to
them in the Original Indenture or the Trust Agreement, as the case may be.


 


The Company may at any time, at
its option, on or after the later of March 15, 2013 and the date that is
two years after either (i) the Remarketing Settlement Date or (ii) the
next succeeding March 15, June 15, September 15 or December 15
following a Failed Remarketing, as the case may be, and subject to the terms
and conditions of Article XI of the Original Indenture and Section 3.6
of the Supplemental Indenture, redeem this Junior Subordinated Debenture in
whole at any time or in part from time to time, without premium or penalty, at
a redemption price equal to 100% of the principal amount hereof plus accrued
and unpaid interest including Additional Interest, if any to the Redemption
Date.


 


Prior to the Stock Purchase
Date, the Company may redeem all, but not less than all, of the Junior
Subordinated Debentures upon the occurrence of a Capital Treatment Event,
Investment Company Event, Rating Agency Event or Tax Event.  On or after the Stock Purchase Date and prior
to the later of March 15, 2013 and the date that is two years after either
(i) the Remarketing Settlement Date or (ii) the next succeeding March 15,
June 15, September 15 or December 15 following a Failed
Remarketing, as the case may be, the Company may also redeem all, but not less
than all of the Junior Subordinated Debentures upon the occurrence of an Investment
Company Event or Tax Event.  The
redemption price for the Junior Subordinated Debentures redeemed pursuant to
this paragraph will be 100% of the principal amount of Junior Subordinated
Debentures to be redeemed, plus accrued and unpaid interest through the date of
redemption, in the case of any redemption in connection with a Capital
Treatment Event or Investment Company Event, and the greater of 100% of the
principal amount Junior 


 


26

















 


Subordinated
Debentures to be redeemed and the applicable Make-Whole Amount, plus accrued
and unpaid interest through the date of redemption, in the case of any
redemption in connection with a Rating Agency Event or Tax Event.


 


No sinking fund is provided for
the Junior Subordinated Debentures.


 


This Junior Subordinated
Debenture shall be remarketed as provided in the Original Indenture.  In connection therewith, the Company may
change the Stated Maturity Date, the date after which this Junior Subordinated
Debenture may be redeemed in whole or in part prior to the Stated Maturity Date
at the option of the Company, the rate of interest payable on this Junior
Subordinated Debenture, the Interest Payment Dates, the manner of calculating
interest on this Junior Subordinated Debenture and certain other provisions of
the Junior Subordinated Debentures, all as set forth in the Original Indenture
and without the consent of any Holder of this Junior Subordinated Debenture.


 


The Original Indenture contains
provisions for satisfaction and discharge of the entire indebtedness of this
Junior Subordinated Debenture upon compliance by the Company with certain
conditions set forth in the Original Indenture.


 


The Original Indenture permits,
with certain exceptions as therein provided, the Company and the Trustee at any
time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the
Holders of the Junior Subordinated Debentures, with the consent of the Holders
of not less than a majority in principal amount of the Outstanding Junior
Subordinated Debentures to be affected by such supplemental indenture.  The Original Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Junior Subordinated Debentures at the time Outstanding, on behalf of the
Holders of all Junior Subordinated Debentures, to waive compliance by the
Company with certain provisions of the Original Indenture and certain past
defaults under the Original Indenture and their consequences.  Any such consent or waiver by the Holder of
this Junior Subordinated Debenture shall be conclusive and binding upon such
Holder and upon all future Holders of this Junior Subordinated Debenture and of
any Junior Subordinated Debenture issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Junior Subordinated Debenture.


 


As provided in and subject to
the provisions of the Original Indenture, if an Event of Default with respect
to the Junior Subordinated Debentures at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Junior Subordinated Debentures
may declare the entire principal amount and all accrued but unpaid interest of
all the Junior Subordinated Debentures to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), provided
that, in the case of Junior Subordinated Debentures issued to and held by State
Street Capital Trust III, or any trustee thereof or agent therefor, if upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Junior Subordinate Debentures fails to declare the
entire principal and all accrued but unpaid interest of all the Junior
Subordinated Debentures to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the Capital APEX and, if such 


 


27

















 


declaration
occurs prior to the Stock Purchase Date or, if earlier, the Remarketing
Settlement Date, the holders of the Normal APEX then outstanding, acting
together as a single class, shall have such right by a notice in writing to the
Company and the Trustee.  Upon any such
declaration, such amount of the principal of and the accrued but unpaid
interest on all the Junior Subordinated Debentures shall become immediately due
and payable, provided that the payment of principal and interest on the
Junior Subordinated Debentures shall remain subordinated to the extent provided
in Article XIII of the Original Indenture except to the extent otherwise
determined in connection with an Early Remarketing.  Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the principal of and interest (including
Additional Interest), if any, on this Junior Subordinated Debenture shall
terminate.


 


No reference herein to the
Original Indenture and no provision of this Junior Subordinated Debenture or of
the Original Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest on this Junior Subordinated Debenture at the times, place and
rate, and in the coin or currency, herein prescribed.


 


As provided in the Original
Indenture and subject to certain limitations therein set forth, the transfer of
this Junior Subordinated Debenture is registrable in the Securities Register,
upon surrender of this Junior Subordinated Debenture for registration of
transfer at the office or agency of the Company maintained under Section 10.2
of the Original Indenture duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Securities Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Junior Subordinated Debentures, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. 
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of
this Junior Subordinated Debenture for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee shall treat the Person
in whose name this Junior Subordinated Debenture is registered as the owner
hereof for all purposes, whether or not this Junior Subordinated Debenture be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


The Junior Subordinated
Debentures are issuable only in registered form without coupons in minimum
denominations of $1,000 and any integral multiples of $1,000 in excess
thereof.  As provided in the Original
Indenture and subject to certain limitations therein set forth, Junior
Subordinated Debentures are exchangeable for a like aggregate principal amount
of Junior Subordinated Debentures of a different authorized denomination, as
requested by the Holder surrendering the same.


 


The Company and, by its
acceptance of this Junior Subordinated Debenture or a beneficial interest
therein, the Holder of, and any Person that acquires a beneficial interest in,
this Junior Subordinated Debenture agree to treat for United States Federal
income tax purposes (i)


 


28

















 


the Junior
Subordinated Debentures as indebtedness of the company, and (ii) the
stated interest on the Junior Subordinated Debentures as ordinary interest
income that is includible in the Holder’s or beneficial owner’s gross income at
the time the interest is paid or accrued in accordance with the Holder’s or
beneficial owner’s regular method of tax accounting, and otherwise to treat the
Junior Subordinated Debentures as described in the Prospectus.


 


The Original
Indenture and this Junior Subordinated Debenture shall be governed by and
construed in accordance with the laws of the State of New York.


 


This is one of the Securities
referred to in the within mentioned Original Indenture.


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Junior Subordinated Debenture to:


 


 


 


(Insert assignee’s social security or tax
identification number)


 


 


 


(Insert address and zip code of assignee)


 


agent
to transfer this Junior Subordinated Debenture on the books of the Securities
Registrar.  The agent may substitute
another to act for him or her.


 


	
  Dated:

  	
  Signature:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


(Sign exactly as your name appears on the other side
of this Junior Subordinated Debenture)


 


Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the
Securities Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”)
or such other 


 


29

















 


“signature
guarantee program “as may be determined by the Securities Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.


 


SCHEDULE OF INCREASES AND DECREASES


 


The following increases or decreases in the
principal sum of


this Junior Subordinated Debenture have been
made:


 


	
  Amount of increase in

  the principal sum of this

  Junior Subordinated

  Debenture

  	
   

  	
  Amount of decrease in

  the principal sum of this

  Junior Subordinated

  Debenture

  	
   

  	
  The principal sum of this

  Junior

  Subordinated following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Securities

  Registrar

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


ARTICLE VII


 


Original Issue of Junior Subordinated
Debentures


 


SECTION 7.1.  Original Issue of Junior Subordinated
Debentures.  Junior Subordinated
Debentures in the aggregate principal amount of $500,100,000 may, upon
execution of this Supplemental Indenture, be executed by the Company and delivered
to the Trustee or an Authenticating Agent for authentication, and the Trustee
or an Authenticating Agent shall thereupon authenticate and deliver said Junior
Subordinated Debentures in accordance with a Company Order.


 


SECTION 7.2.  Calculation of Original Issue Discount.  If during any calendar year any original
issue discount shall have accrued on the Junior Subordinated Debentures, the
Company shall file with each Paying Agent (including the Trustee if it is a
Paying Agent) promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.


 


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ARTICLE VIII


 


Subordination


 


SECTION 8.1.  Subordination.  The subordination provisions of Article XIII
of the Original Indenture shall apply; provided that for the purpose of the
Junior Subordinated Debentures (but not for the purposes of any other
Securities unless specifically set forth in the terms of such Securities), the
term “Senior Indebtedness” shall mean the principal of and premium and
interest, if any, including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether
or not such claim for post-petition interest is allowed in such proceeding, on
Debt, whether incurred on or prior to the date of the Original Indenture;
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligations are not superior
in right of payment to the Junior Subordinated Debentures or the Guarantee, or
to other Debt that is equal or subordinated to the Junior Subordinated
Debentures or the Guarantee, other than: (A) any Debt of the Company which
when incurred and without respect to any election under Section 1111(b) of
the United States Bankruptcy Code, as amended, was without recourse to the
Company; (B) any Debt which by its terms is subordinated to trade accounts
payable or accrued liabilities arising in the ordinary course of business to
the extent that payments made to the holders of such Debt by the holders of the
Junior Subordinated Debentures and the Guarantee, as a result of the
subordination provisions of the Original Indenture would be greater than such
payments otherwise would have been as a result of any obligation of such
holders of such Debt to pay amounts over to the obligees on such trade accounts
payable or accrued liabilities arising in the ordinary course of business as a
result of subordination provisions to which such Debt is subject; and (C) any
Debt or guarantee that is by its terms subordinated to, or ranks equally with,
the Junior Subordinated Debentures and the Guarantee and the issuance of which,
in the case of this clause (C) only, (x) has received the concurrence
or approval of the staff of the Federal Reserve Bank of Boston or the staff of
the Federal Reserve or (y) does not at the time of issuance prevent the
Preferred Securities or the Junior Subordinated Debentures from qualifying for
Tier 1 Capital treatment (irrespective of any limits on the amount of the
Company’s Tier 1 Capital) under the applicable capital adequacy guidelines,
regulations, policies or published interpretations of the Federal Reserve.


 


For the
purposes of this definition, “Debt” shall mean, with respect to the
Company, whether recourse is to all or a portion of the assets of the Company
and whether or not contingent: (1) the principal, premium, if any, and
interest in respect of (a) indebtedness for money borrowed and (b) indebtedness
evidenced by securities, notes, debentures, bonds or other similar instruments
issued by the Company, including obligations incurred in connection with the
acquisition of property, assets or businesses; (2) all of the Company’s
capital lease obligations; (3) all of the Company’s obligations issued or
assumed as the deferred purchase price of property or services other than trade
accounts payable and other accrued liabilities arising in the ordinary course
of business; (4) all of the Company’s reimbursement obligations,
contingent or otherwise, in respect of any letters of credit, bankers’
acceptances or similar facilities for the account of the Company; (5) all
of the Company’s obligations in respect of interest rate swap, cap or other
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts, hedging arrangements and other similar
agreements; (6) all obligations of the type referred to in clauses (1) through
(5) above of other


 


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persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and (7) all obligations of the type referred to in clauses (1) through
(6) above of other persons secured by any lien on any of the Company’s
property or assets, whether or not such obligation is assumed by the Company.


 


SECTION 8.2.  Company Election to End Subordination.  The Company may elect, at any time effective
on or after the Remarketing Settlement Date in connection with an Early
Remarketing of the Junior Subordinated Debentures, that its obligations under
the Junior Subordinated Debentures shall cease to be subordinated obligations,
in which case the provisions of Article XIII of the Original Indenture
and, if the Company so elects, Section 3.12 of the Original Indenture,
shall thereafter no longer apply to the Junior Subordinated Debentures.  The Company shall give the Trustee and each
Paying Agent notice of any such election not later than the effective time, and
shall promptly issue a press release through Bloomberg Business News or other
reasonable means of distribution.


 


SECTION 8.3.  Compliance with Federal Reserve Rules.  The Company shall not incur any additional
indebtedness for borrowed money that ranks pari passu with or junior to the
Junior Subordinated Debentures (if then subject to Article XIII of the
Original Indenture), except in compliance with applicable regulations and
guidelines of the Federal Reserve.


 


SECTION 8.4.  Extension of Rights, Privileges, etc.  Anything contained herein or in the Original
Indenture to the contrary notwithstanding, the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.1.  Effectiveness.  This Supplemental Indenture will become
effective upon its execution and delivery.


 


SECTION 9.2.  Successors and Assigns.  All covenants and agreements in the Original
Indenture, as supplemented and amended by this Supplemental Indenture, by the
Company shall bind its successors and assigns, whether so expressed or not.


 


SECTION 9.3.  Further Assurances.  The Company will, at its own cost and
expense, execute and deliver any documents or agreements, and take any other
actions that the Trustee or its counsel may from time to time request in order
to assure the Trustee of the benefits of the rights granted to the Trustee
under the Original Indenture, as supplemented and amended by this Supplemental
Indenture.


 


SECTION 9.4.  Effect of Recitals.  The recitals contained herein and in the
Junior Subordinated Debentures, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness.  Neither the Original Trustee
nor the Trustee makes any representations as to the validity or sufficiency of
this Supplemental Indenture or of the Junior


 


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Subordinated
Debentures.  Neither the Original
Trustee, the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of the Junior Subordinated Debentures or the
proceeds thereof.


 


SECTION 9.5.  Ratification of Original Indenture.  The Original Indenture as supplemented by
this Supplemental Indenture, is in all respects ratified and confirmed, and
this Supplemental Indenture shall be deemed part of the Original Indenture in
the manner and to the extent herein and therein provided.


 


SECTION 9.6.  Governing Law.  This Supplemental Indenture and the Junior
Subordinated Debentures shall be governed by and construed in accordance with
the laws of the State of New York.


 


*  *  *  *


 


This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.


 


	
   

  	
  STATE STREET CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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