EX-4.2



 Exhibit 4.2 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. 
 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a
limited-purpose trust company organized under the New York Banking Law (“DTC”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
 STATE STREET CORPORATION 
 3.100% Senior Subordinated Notes Due 2023 

 

			
	No.	 	$                           
     
	CUSIP 857477AL7	 	Issue Date:                 , 2013
	ISIN US857477AL77	 	

 State Street Corporation, a corporation duly organized and existing under the laws of The Commonwealth of
Massachusetts (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of          Dollars ($        ) on May 15, 2023, and to pay interest thereon from and including May 15, 2013, or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2013, and on the Maturity, at the rate of 3.100% per
annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 30 and October 31, whether or not a Business Day, next preceding such Interest
Payment Date, provided, however, that interest paid on the Maturity shall be paid to the Person to whom the principal will be payable. Any such interest not so punctually paid or duly provided for will 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 Security (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 Securities of this series 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 Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Payment of the principal of (and
premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the City of Boston, Massachusetts, 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 for so long as this Security is a Global Security, payment of the principal of (and premium, if any) and any interest on this Security will be made by the Paying
Agent by wire transfer in immediately available funds in U.S. dollars at the office of the Paying Agent; provided that, in the case of payments made at maturity of such Global Security, the Global Security is presented to the Paying Agent in
time for the Paying Agent to make such payments in accordance with its normal procedures. 
 Interest on this Security shall be
paid on the basis of a 360-day year consisting of twelve 30-day months. If an Interest Payment Date or the Maturity for this Security falls on a day that is not a Business Day, the Company shall postpone the interest payment or the payment of
principal and interest at maturity to the next succeeding Business Day, but the payments made on such dates shall be treated as being made on the date that the payment was first due, and holders of Securities of this series shall not be entitled to
any further interest or other payments with respect to such postponements. A “Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in New York, New York and Boston, Massachusetts are
authorized or required by law or executive order to remain closed. 
 This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 11, 2009 (herein called the “Indenture”), between the Company and
Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, in the initial principal amount of $1,000,000,000. 
 The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full both or all Senior Indebtedness and Other Financial Obligations of the Company. The Securities will rank pari passu with Existing
Subordinated Indebtedness of the Company, subject to the holders of the Securities being obligated to pay over any Excess Proceeds to Entitled Persons in respect of Other Financial Obligations as described in the Indenture. Each Holder of this
Security, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his behalf to take 







 
such action as may be necessary or appropriate to effectuate the subordination so provided and (iii) appoints the Trustee his attorney-in-fact for any and all such purposes. 

Payment of principal on the Securities may be accelerated only in the case of certain events involving the bankruptcy, insolvency or
reorganization of the Company. There is no right of acceleration in the case of a default in the performance of any covenant of the Company, including the payment of principal or interest. In case a Default with respect to this Security shall occur
and be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the Securities through appropriate judicial proceedings. The Indenture defines a Default to include, without limitation,
default in the payment of principal of these Securities when due and default for 30 days in any payment of interest on any Security of this series. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with 







 
such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, or authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same. 
 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 Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

Unless the certificate of authentication heron has been executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose. 
 - end of page - 

[Signatures appear on the following page] 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
 Dated: May             , 2013 

 

			
	STATE STREET CORPORATION
		
	By:	 	 
	 Name:
 Title:
	 	

  

			
	Attest:
		
	By:	 	 
	 Name:
 Title:
	 	








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 
 Dated: May ____, 2013 
 By: 
 Authorized Signatory