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                                                                      Exhibit 4.1    DESCRIPTION OF SECURITIES REGISTERED UNDER     SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934    The following is a description of the general terms and provisions of our securities registered   under Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange   Act”). This description is based upon, and is qualified in its entirety by reference to, our Restated   Articles of Organization, as amended (the “Restated Articles”), our By-laws, as amended (the   “By-laws”), the certificates of designation with respect to our preferred stock and the deposit  agreements with respect to our depositary shares, all of which have been filed with the Securities   and Exchange Commission (the “SEC”). For purposes of this description, references to “State   Street,” “we,” “our,” “ours” and “us” relate only to State Street Corporation and not its   subsidiaries.    General    Our Restated Articles authorize the issuance of up to 750,000,000 shares of common stock,   $1.00 par value per share, and up to 3,500,000 shares of preferred stock, without par value, in   one or more series. Of such number of shares of preferred stock, 5,000 shares have been   designated as Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred   Stock”), 7,500 shares have been designated as Fixed-to-Floating Rate Non-Cumulative Perpetual   Preferred Stock, Series D (the “Series D Preferred Stock”), 7,500 shares have been designated   as Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F (the “Series F   Preferred Stock”), 5,000 shares have been designated as Fixed-to-Floating Rate Non-  Cumulative Perpetual Preferred Stock, Series G (the “Series G Preferred Stock”), and 5,000   shares have been designated as Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred   Stock, Series H (the “Series H Preferred Stock”). We redeemed all of the issued and   outstanding shares of our series B preferred stock in 2009, all of the issued and outstanding   shares of our series A preferred stock in 2012 and all of the issued and outstanding shares of our   series E preferred stock in 2019. On February 12, 2020, we announced that we will redeem all of   our outstanding shares of Series C Preferred Stock with a payable date of March 16, 2020. All of   our outstanding shares of preferred stock are represented by depositary shares.    One of the effects of authorized but unissued and unreserved shares of capital stock may be to   make it more difficult or to discourage an attempt by a potential acquirer to obtain control of our   company by means of a merger, tender offer, proxy contest or otherwise. The issuance of these   shares of capital stock may defer or prevent a change in control of us without any further   shareholder action.    Our common stock and the depositary shares representing our Series C Preferred Stock, Series D   Preferred Stock and Series G Preferred Stock are registered under Section 12(b) of the Exchange   Act. In this description, we refer to the Series C Preferred Stock, Series D Preferred Stock and   Series G Preferred Stock collectively as the “Registered Preferred Stock” and the Series C   Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock   and Series H Preferred Stock collectively as the “Outstanding Preferred Stock.”                                                                                                                              1    





 






                                                                     Exhibit 4.1    Description of Common Stock         Dividends and Rights Upon Liquidation   Holders of our common stock are entitled to receive dividends if, as and when declared by our  board of directors out of any funds legally available for dividends. Holders of our common stock  are also entitled, upon our liquidation, and after claims of creditors and the preferences of any  class or series of preferred stock outstanding at the time of liquidation, to receive pro rata our net  assets. We pay dividends on our common stock only if we have paid or provided for all  dividends on our outstanding classes and series of preferred stock, for the then current period  and, in the case of any cumulative preferred stock, all prior periods.    Our ability to declare and pay dividends on our common stock is subject to certain restrictions as  described in the “Business—Supervision and Regulation—Capital Planning, Stress Tests and  Dividends” section of the Annual Report on Form 10-K to which this description has been filed  as an exhibit. We generally are not permitted to purchase shares of our common stock unless full  dividends are paid (or declared, with funds set aside for payment) on all outstanding shares of  preferred stock.   Any outstanding preferred stock has a preference over our common stock with respect to the  payment of dividends and the distribution of assets in the event of our liquidation, winding up or  dissolution, and such other preferences as may be fixed by our board of directors.         Voting Rights   Holders of our common stock are entitled to one vote for each share that they hold and are vested  with all of the voting power except as our board of directors has provided, or may provide in the  future, with respect to preferred stock or any other class or series of preferred stock that the  board of directors may hereafter authorize. See “Description of Preferred Stock” below.         Other Rights   Shares of our common stock are not redeemable, and have no subscription, conversion or  preemptive rights. There are no sinking fund provisions applicable to shares of our common  stock. Outstanding shares of our common stock are non-assessable. Holders of our common  stock are not, and will not be, subject to any liability as stockholders.         Preferred Stock   Our board of directors can determine the rights, preferences and limitations of each series of our  preferred stock without shareholder action. Therefore, without shareholder approval, our board  of directors can authorize the issuance of preferred stock with voting, conversion and other rights  that could dilute the voting power and other rights of holders of our common stock. In addition,  the issuance of preferred stock could impede the completion of a merger, tender offer or other  takeover attempt.                                                                                                                           2     





 






                                                                      Exhibit 4.1          Restrictions on Ownership    The Bank Holding Company Act of 1956, as amended (the “BHC Act”) requires any “bank   holding company,” as defined in the BHC Act, to obtain the approval of the Board of Governors   of the Federal Reserve System (the “Federal Reserve”) prior to the acquisition of 5% or more of   our common stock. Any person, other than a bank holding company, is required to obtain prior   approval of the Federal Reserve to acquire 10% or more of our common stock under the Change   in Bank Control Act of 1978, as amended. Any holder of 25% or more of our common stock, or   that otherwise exercises a “controlling influence” over us, is subject to regulation as a bank   holding company under the BHC Act. Chapter 167A of the General Laws of Massachusetts   requires any “bank holding company,” as defined in Chapter 167A, to obtain prior approval of   the board of bank incorporation before (i) acquiring 5% or more of our common stock, (ii)   acquiring all or substantially all of our assets or (iii) merging or consolidating with us.           Provisions of Our Restated Articles and By-laws and Massachusetts Law That May         Have Anti-Takeover Effects    Certain provisions of our By-laws are designed to make it more difficult for an outsider who   does not have the support of our board of directors to accomplish a takeover. These provisions:   (1) provide that only our board of directors or the Chairman of the board of directors, or one or   more shareholders holding at least 25 percent of all the votes entitled to be cast on any issue to   be considered at a proposed special meeting, have the power to call a special meeting of   shareholders; (2) specify that action by shareholders without a meeting requires the written   approval of all shareholders entitled to vote on the action; and (3) provide that nominations and   matters for shareholder action may only be made by advance written notice. While the foregoing   provisions will not necessarily prevent take-over attempts, they may discourage an attempt to   obtain control of us in a transaction not approved by our board of directors by making it more   difficult for a third party to obtain control in a short time and impose its will on our remaining   shareholders.    Our Restated Articles provide that none of our directors will be liable to us or our shareholders  for monetary damages for any breach of fiduciary duty, except to the extent such exculpation  from liability is not permitted under Massachusetts law. This provision does not prevent  shareholders from obtaining injunctive or other equitable relief against directors nor does it  shield directors from liability under federal or state securities laws.    We are covered by the provisions of Chapter 110F of the Massachusetts General Laws, the so- called Business Combination Statute. Under Chapter 110F, a Massachusetts corporation with  more than 200 shareholders may not engage in a “business combination” with an “interested  stockholder” for a period of three years after the date of the transaction in which the person  becomes an interested stockholder, unless (i) the interested stockholder obtains the approval of  the board of directors prior to becoming an interested stockholder, (ii) the interested stockholder  acquires 90% of the outstanding voting stock of the corporation (excluding shares held by certain  affiliates of the corporation) at the time it becomes an interested stockholder or (iii) the business  combination is approved by both the board of directors and the holders of two-thirds of the  outstanding voting stock of the corporation (excluding shares held by the interested stockholder).                                                                                                                             3    





 






                                                                      Exhibit 4.1      An “interested stockholder” is a person who, together with affiliates and associates, owns (or at   any time within the prior three years did own) 5% or more of the outstanding voting stock of the   corporation. A “business combination” includes a merger, a stock or asset sale, and other   transactions resulting in a financial benefit to the interested stockholder.    Our By-laws provide that the provisions of Chapter 110D of the Massachusetts General Laws,  the so-called “Control Share Statute,” do not apply to us. However, we may in the future become   subject to the statute if our board of directors votes to amend our By-laws so as to make them   applicable to us. In general, if this statute were applicable it would provide that any person or   entity that acquired 20% or more of our outstanding voting stock could not vote such stock   unless our other shareholders were to so authorize such voting.    Section 8.06(b) of the Massachusetts Business Corporation Act (the “MBCA”) provides that   unless a corporation decides otherwise, the terms of directors of a public Massachusetts   corporation shall be staggered by dividing the directors into three groups, as nearly equal in   number as possible, with only one group of directors being elected each year. Sections 8.06(d)   and (e) of the MBCA provide that when directors are so classified, (i) shareholders may remove   directors only for cause, (ii) the number of directors shall be fixed only by the vote of the board   of directors, (iii) vacancies and newly created directorships shall be filled solely by the   affirmative vote of a majority of the remaining directors, and (iv) a decrease in the number of   directors will not shorten the term of any incumbent director. Our board of directors opted out of   this staggered board of directors requirement, and all of our directors currently serve for one-year   terms and are elected annually. Under Section 8.06(c)(2) of the MBCA, our board of directors   may opt into the staggered board of directors requirements of Section 8.06(b) and the application   of Sections 8.06(d) and (e). If our board of directors opts into this structure, these provisions are   likely to increase the time required for our shareholders to change the composition of the board   of directors. For example, in general, at least two annual meetings would be necessary for   shareholders to effect a change in a majority of the members of our board of directors. The   provision for a classified board could prevent a party who acquires control of a large portion of   our outstanding common stock from obtaining control of our board of directors until our second   annual shareholders meeting following the date the acquirer obtains the stock interest. The   classified board provision could have the effect of discouraging a potential acquirer from making   a tender offer or otherwise attempting to obtain control of us and could increase the likelihood   that incumbent directors will retain their positions.    Description of Preferred Stock    A depositary is the sole holder of each series of our Outstanding Preferred Stock, as described   under “Description of Depositary Shares” below, and all references in this description to the   holders of a series of the Outstanding Preferred Stock shall mean the depositary. However, the   holders of depositary shares are entitled, through the depositary, to exercise the rights and   preferences of the holders of the Outstanding Preferred Stock, as described under “Description of   Depositary Shares.”                                                                                                                              4       





 






                                                                      Exhibit 4.1    We may from time to time, without notice to or the consent of holders of the Registered   Preferred Stock, issue additional shares of preferred stock that rank equally with or junior to the   Registered Preferred Stock.          Ranking    Each series of Registered Preferred Stock ranks, with respect to the payment of dividends and the   distribution of assets upon voluntary or involuntary liquidation, dissolution and winding up of   the affairs of State Street:       •  senior to our common stock and any other series of our junior stock that may be issued in         the future;      •  equally with each other series of Outstanding Preferred Stock; and      •  equally with each other series of our preferred stock that by its terms is expressly stated         to be on parity with the Registered Preferred Stock, and junior to any preferred stock that         by its terms is expressly stated to be senior to the Registered Preferred Stock.    In addition, we are generally able to pay dividends and distributions upon the voluntary or   involuntary liquidation, dissolution or winding up of the affairs of State Street only out of   lawfully available assets for such payment (i.e., after taking account of all indebtedness and other   non-equity claims). The Registered Preferred Stock is nonassessable. Holders of Registered   Preferred Stock do not have preemptive or subscription rights to acquire more capital stock of  State Street.   The Registered Preferred Stock is not convertible into, or exchangeable for, shares of any other  class or series of stock or other securities of State Street. The Registered Preferred Stock has no   stated maturity and is not subject to any sinking fund or other obligation of State Street to   redeem or repurchase the Registered Preferred Stock.    Each series of our Outstanding Preferred Stock ranks equally with each series of the Registered   Preferred Stock as to dividends and distributions on liquidation and includes the same provisions   with respect to restrictions on declaration and payment of dividends and voting rights as apply to   each series of the Registered Preferred Stock.    Holders of Series C Preferred Stock are entitled to receive non-cumulative quarterly dividends   when, as and if declared by our board of directors (or a duly authorized committee of the board),   at a rate per annum equal to 5.25%. Holders of Series D Preferred Stock are entitled to receive   non-cumulative quarterly dividends when, as and if declared by our board of directors (or a duly   authorized committee of the board), (1) at a rate of 5.90% per annum to but excluding March 15,   2024 and (2) thereafter at a rate per annum equal to three-month LIBOR plus 3.108%. Holders of   Series F Preferred Stock are entitled to receive non-cumulative dividends when, as and if  declared by our board of directors (or a duly authorized committee of the board), (1) semi- annually at a rate of 5.250% per annum to but excluding September 15, 2020 and (2) thereafter  quarterly at a rate per annum equal to three-month LIBOR plus 3.597%. Holders of Series G  Preferred Stock are entitled to receive non-cumulative quarterly dividends when, as and if  declared by our board of directors (or a duly authorized committee of the board), (1) at a rate of                                                                                                                             5    





 






                                                                      Exhibit 4.1      5.350% per annum to but excluding March 15, 2026 and (2) thereafter at a rate per annum equal   to three-month LIBOR plus 3.709%. Holders of Series H Preferred Stock are entitled to receive   non-cumulative dividends when, as and if declared by our board of directors (or a duly   authorized committee of the board), (1) semi-annually at a rate of 5.625% per annum to but  excluding December 15, 2023 and (2) thereafter quarterly at a rate per annum equal to three-  month LIBOR plus 2.539%.    For additional detail on the terms of our existing series of preferred stock, you also should refer   to the respective certificate of designation for each series, each of which is part of our Restated   Articles and on file with the SEC.          Dividends   Dividends on shares of the Registered Preferred Stock are not mandatory and are not cumulative.   Holders of the Registered Preferred Stock are entitled to receive, when, as and if declared by our   board of directors or any duly authorized committee of the board out of legally available assets,   non-cumulative cash dividends as follows:       •  Dividends on the Series C Preferred Stock are paid quarterly in arrears on the 15th day of         March, June, September and December at a rate per annum equal to 5.25% on the         liquidation preference of $100,000 per share of Series C Preferred Stock (equivalent to         $25 per depositary share).      •  Dividends on the Series D Preferred Stock are paid quarterly in arrears on the 15th day of         March, June, September and December. From the date of issuance to, but excluding,         March 15, 2024, dividends are calculated at an annual rate of 5.90%, and from, and         including, March 15, 2024, dividends are calculated at an annual rate equal to three-        month LIBOR plus 3.108%, in each case on the liquidation preference of $100,000 per         share of Series D Preferred Stock (equivalent to $25 per depositary share).      •  Dividends on the Series G Preferred Stock are paid quarterly in arrears on the 15th day of         March, June, September and December. From the date of issuance to, but excluding,         March 15, 2026, dividends are calculated at an annual rate of 5.350%, and from, and         including, March 15, 2026, dividends are calculated at an annual rate equal to three-        month LIBOR plus 3.709%, in each case on the liquidation preference of $100,000 per         share of Series G Preferred Stock (equivalent to $25 per depositary share).   For a series of Registered Preferred Stock that calculates dividends at a fixed rate during one   period of time and at a floating rate during another, the period during which such series   calculates dividends at a fixed rate is referred to herein as the “fixed rate period”, and the period   during which such series calculates dividends at a floating rate is referred to herein as the   “floating rate period.”   If our board of directors or a duly authorized committee of the board has not declared a dividend   on any series of the Registered Preferred Stock before the dividend payment date for any   dividend period, such dividend shall not be cumulative and shall not be payable for such   dividend period, and we will have no obligation to pay dividends for such dividend period,                                                                                                                             6       





 






                                                                      Exhibit 4.1    whether or not dividends on such series of Registered Preferred Stock are declared for any future   dividend period. A “dividend period” with respect to a series of Registered Preferred Stock   means the period from, and including, a dividend payment date on such series to, but excluding,   the next succeeding dividend payment date.    Notwithstanding the foregoing, dividends on the Registered Preferred Stock shall not be   declared, paid or set aside for payment to the extent such act would cause us to fail to comply   with laws and regulations applicable thereto, including applicable capital adequacy guidelines.    With respect to the Series C Preferred Stock, dividends are calculated on the basis of a 360-day   year consisting of twelve 30-day months. With respect to the Series D Preferred Stock and the   Series G Preferred Stock, during their fixed rate period dividends, including dividends payable  for any partial dividend period, are calculated on the basis of a 360-day year of twelve 30-day  months, and during their floating rate period dividends, including dividends payable for any  partial dividend period, are calculated on the basis of a 360-day year and the actual number of  days elapsed.   Dividends on any Registered Preferred Stock to be redeemed cease to accrue after the  redemption date, as described below under “—Redemption,” unless we default in the payment of  the redemption price of the shares of the Registered Preferred Stock called for redemption.   We pay dividends to the holders of record of shares of the Registered Preferred Stock as they  appear on our stock register on each record date, which is the 15th calendar day before the  related dividend payment date (provided, however, if any such date is not a business day then the  record date will be the next succeeding day that is a business day) or, in the case of the Series D  Preferred Stock and Series G Preferred Stock, such other date as determined by our board of  directors or any duly authorized committee of the board.   Generally, if any date on which dividends would otherwise be payable on a series of Registered   Preferred Stock is not a business day, then payment of any dividend otherwise payable on such   date will be made on the next succeeding business day, without interest or other payment in   respect of such delay. However, with respect to the Series D Preferred Stock and the Series G   Preferred Stock, if after the first day of such series’ floating rate period any date on which   dividends would otherwise be payable is not a business day, then payment of any dividend   otherwise payable on such date will be made on the next succeeding business day unless that day   falls in the next calendar month, in which case payment of any dividend otherwise payable on   such date will be made on the immediately preceding business day, and such dividends will be   payable on, and calculated to, but excluding, the actual payment date.    With respect to the Series C Preferred Stock, “business day” means any day other than a   Saturday, Sunday or any other day on which banking institutions and trust companies in New   York, New York or Boston, Massachusetts are permitted or required by any applicable law to   close. With respect to the Series D Preferred Stock and the Series G Preferred Stock, “business   day” means, for dividends payable during the fixed rate period, any day, other than a Saturday or   Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or   required by law or regulation to close in New York, New York or Boston, Massachusetts, and for                                                                                                                              7    





 






                                                                      Exhibit 4.1      dividends payable during the floating rate period, any day that would be considered a business   day during the fixed rate period that is also a London banking day (as defined below).    For the purposes of calculating any dividend on the Series D Preferred Stock or Series G   Preferred Stock during such series’ floating rate period:    “three-month LIBOR” means, for any LIBOR determination date, the offered rate for deposits in   U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page as of   11:00 a.m., London time, on such LIBOR determination date. If such rate does not appear on   such page at such time, the certificates of designation for the Series D Preferred Stock and Series   G Preferred Stock provide alternative methods of calculating the dividend rate for the applicable   dividend period. All percentages used in or resulting from any calculation of three-month LIBOR   are rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with   .000005% rounded up to .00001%. The determination of three-month LIBOR for each relevant  dividend period by the calculation agent is (in the absence of manifest error) final and binding;   “calculation agent” means State Street Bank and Trust Company, or any other successor  appointed by us, acting as calculation agent;   “LIBOR determination date” means the second London banking day immediately preceding the  first day of the relevant dividend period;   “London banking day” means any day on which commercial banks and foreign exchange  markets settle payments in London; and   “Designated LIBOR Page” means the display on Reuters, or any successor service, on page  LIBOR01, or any other page as may replace that page on that service, for the purpose of  displaying the London Interbank rates for U.S. dollars.   Dividends on shares of the Registered Preferred Stock are not cumulative. Accordingly, if our  board of directors or a duly authorized committee of the board does not declare a dividend on  any series of Registered Preferred Stock payable in respect of any dividend period before the  related dividend payment date, such dividend will not be payable and we will have no obligation  to pay, and the holders of such series of Registered Preferred Stock shall have no right to receive,  dividends for such dividend period on the dividend payment date or at any future time, or interest  with respect to such dividends, whether or not dividends on such series of Registered Preferred  Stock are declared for any future dividend period.   So long as any share of Series C Preferred Stock remains outstanding,         (1) no dividend shall be declared or paid or set aside for payment and no distribution shall        be declared or made or set aside for payment on any junior stock (other than a dividend        payable solely in junior stock or any dividend or distribution of capital stock or rights to        acquire capital stock of State Street in connection with a shareholders’ rights plan or any                                                                                                                              8       





 






                                                                      Exhibit 4.1          redemption or repurchase of capital stock or rights to acquire capital stock under any such         plan);          (2) no shares of junior stock shall be repurchased, redeemed or otherwise acquired for         consideration by us, directly or indirectly (other than (a) as a result of a reclassification of         junior stock for or into other junior stock, (b) the exchange or conversion of one share of         junior stock for or into another share of junior stock, (c) through the use of the proceeds         of a substantially contemporaneous sale of other shares of junior stock, (d) purchases,         redemptions or other acquisitions of shares of junior stock pursuant to any employment         contract, benefit plan or other similar arrangement with or for the benefit of employees,        officers, directors or consultants, (e) purchases of shares of junior stock pursuant to a        contractually binding requirement to buy junior stock existing prior to or during the most        recent preceding dividend period for which the full dividends for the then-current         dividend period on all outstanding shares of Series C Preferred Stock have been declared         and paid or declared and a sum sufficient for the payment thereof has been set aside,         including under a contractually binding stock repurchase plan, or (f) the purchase of        fractional interests in shares of junior stock pursuant to the conversion or exchange        provisions of such stock or the security being converted or exchanged), nor shall any        monies be paid to or made available for a sinking fund for the redemption of any such        securities by us; and         (3) no shares of parity stock shall be repurchased, redeemed or otherwise acquired for        consideration by us otherwise than pursuant to pro rata offers to purchase all, or a pro rata        portion, of the Series C Preferred Stock and such parity stock except by conversion into        or exchange for junior stock, during a dividend period,   unless, in each case, the dividends for the then-current dividend period on all outstanding shares  of Series C Preferred Stock have been declared and paid in full or declared and a sum sufficient  for the payment in full thereof has been set aside.   The terms of the Series D Preferred Stock and Series G Preferred Stock each provide that, so   long as any share of such series remains outstanding,          (1) no dividend shall be declared or paid or set aside for payment and no distribution shall         be declared or made or set aside for payment on any junior stock (other than a dividend         payable solely in junior stock or any dividend or distribution of capital stock or rights to         acquire capital stock of State Street in connection with a shareholders’ rights plan or any         redemption or repurchase of capital stock or rights to acquire capital stock under any such         plan); and          (2) no shares of junior stock shall be repurchased, redeemed or otherwise acquired for         consideration by us, directly or indirectly (other than (a) as a result of a reclassification of         junior stock for or into other junior stock, (b) the exchange or conversion of one share of         junior stock for or into another share of junior stock, (c) through the use of the proceeds         of a substantially contemporaneous sale of other shares of junior stock, (d) purchases,         redemptions or other acquisitions of shares of junior stock pursuant to any employment                                                                                                                             9    





 






                                                                      Exhibit 4.1            contract, benefit plan or other similar arrangement with or for the benefit of employees,         officers, directors or consultants, (e) purchases of shares of junior stock pursuant to a         contractually binding requirement to buy junior stock existing prior to or during the most         recent preceding dividend period for which the full dividends for the then most recently         completed dividend period on all outstanding shares of such series have been declared         and paid or declared and a sum sufficient for the payment thereof has been set aside,         including under a contractually binding stock repurchase plan, or (f) the purchase of         fractional interests in shares of junior stock pursuant to the conversion or exchange         provisions of such stock or the security being converted or exchanged), nor shall any         monies be paid to or made available for a sinking fund for the redemption of any such         securities by us;    unless, in each case, the dividends for the then most recently completed dividend period on all   outstanding shares of such series have been declared and paid in full or declared and a sum   sufficient for the payment in full thereof has been set aside.    As used in this description, “junior stock” means, with respect to a series of Registered Preferred  Stock, our common stock and any other class or series of stock of State Street hereafter  authorized over which such Registered Preferred Stock has preference or priority in the payment  of dividends or in the distribution of assets on any voluntary or involuntary liquidation,  dissolution or winding up of the affairs of State Street.   When dividends are not paid in full upon the shares of a series of Registered Preferred Stock and   any parity stock, all dividends declared upon the shares of such series of Registered Preferred   Stock and any such parity stock will be declared on a proportional basis so that the amount of   dividends declared per share will bear to each other the same ratio as the ratio between the then-  current dividends due on the shares of the Registered Preferred Stock and (i) in the case of any   series of parity stock that is non-cumulative preferred stock, the aggregate of the current and   unpaid dividends due on such series of preferred stock, and (ii) in the case of any series of parity   stock that is cumulative preferred stock, the aggregate of the current and accumulated and unpaid   dividends due on such series of preferred stock.    As used in this description, “parity stock” means, with respect to a series of Registered Preferred  Stock, any other class or series of stock of State Street that ranks equally with such Registered  Preferred Stock in the payment of dividends and in the distribution of assets on any voluntary or  involuntary liquidation, dissolution or winding up of the affairs of State Street.    No interest will be payable in respect of any declared but unpaid dividend payment on shares of   Registered Preferred Stock that is paid after the relevant dividend payment date for such  dividend period.   If our board of directors determines not to pay any dividend or a full dividend on a series of   Registered Preferred Stock on a dividend payment date, we will provide, or cause to be provided,   written notice to the holders of such Registered Preferred Stock prior to such date.                                                                                                                              10       





 






                                                                      Exhibit 4.1    Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise),   as may be determined by our board of directors or any duly authorized committee of the board,   may be declared and paid on our common stock and any other stock ranking equally with or   junior to the Registered Preferred Stock from time to time out of any assets legally available for   such payment, and the holders of Registered Preferred Stock shall not be entitled to participate in  any such dividend.   Our ability to pay dividends on our preferred stock is subject to certain restrictions as described  in the “Business—Supervision and Regulation—Capital Planning, Stress Tests and Dividends”  section of the Annual Report on Form 10-K to which this description has been filed as an exhibit.          Liquidation Rights    Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of State   Street, holders of each series of Registered Preferred Stock are entitled to receive out of assets of   State Street legally available for distribution to shareholders, after satisfaction of liabilities to   creditors and subject to the rights of holders of any securities ranking senior to such series of   Registered Preferred Stock, before any distribution of assets is made to holders of common stock   or of any of our other shares of stock ranking junior as to such a distribution to the shares of   Registered Preferred Stock, a liquidating distribution in the amount of the liquidation preference   of $100,000 per share (equivalent to $25 per depositary share) plus declared and unpaid   dividends, without accumulation of any undeclared dividends. Holders of the Registered   Preferred Stock will not be entitled to any other amounts from us after they have received their   full liquidating distribution.    In any such distribution, if the assets of State Street are not sufficient to pay the liquidation   preferences plus declared and unpaid dividends in full to all holders of a series of Registered   Preferred Stock and all holders of any other shares of our stock ranking equally as to such   distribution with such Registered Preferred Stock, the amounts paid to the holders of such   Registered Preferred Stock and to the holders of all such other parity stock will be paid pro rata   in accordance with the respective aggregate liquidating distribution owed to those holders. If the   liquidation preference plus declared and unpaid dividends has been paid in full to all holders of   Registered Preferred Stock and any other shares of our stock ranking equally as to the liquidation   distribution, the holders of our junior stock shall be entitled to receive all remaining assets of   State Street according to their respective rights and preferences.    For purposes of this section, the merger, consolidation or other business combination transaction   of State Street into or with any other entity, including a merger, consolidation or other business   combination transaction in which the holders of Registered Preferred Stock receive cash,   securities or other property for their shares, or the sale, lease or exchange of all or substantially   all of the property and assets of State Street for cash, securities or other property, shall not   constitute a voluntary or involuntary liquidation, dissolution or winding up of the affairs of State   Street.                                                                                                                               11    





 






                                                                     Exhibit 4.1    The shares of Registered Preferred Stock may be fully subordinated to interests held by the U.S.  government in the event that we enter into a receivership, insolvency, liquidation or similar  proceeding.   Because we are a bank holding company, our rights, the rights of our creditors and the rights of  our shareholders, including the holders of any series of Registered Preferred Stock, to participate  in a distribution of the assets of any subsidiary upon the subsidiary’s liquidation or  recapitalization may be subject to the prior claims of the subsidiary’s creditors except to the  extent that we may ourselves be a creditor with recognized claims against the subsidiary.         Redemption   The Registered Preferred Stock is not subject to any mandatory redemption, sinking fund or  other similar provision. Except as described below, the Registered Preferred Stock is not  redeemable prior to the applicable “Redemption Trigger Date.” The Redemption Trigger Dates  for the Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock are  September 15, 2017, March 15, 2024 and March 15, 2026, respectively. On the Redemption  Trigger Date for a series of Registered Preferred Stock, and on any dividend payment date for  such series thereafter, shares of such Registered Preferred Stock are redeemable at our option, in  whole or in part, at a redemption price equal to $100,000 per share (equivalent to $25 per  depositary share), plus any declared and unpaid dividends, without accumulation of any  undeclared dividends. Holders of Registered Preferred Stock have no right to require the  redemption or repurchase of the Registered Preferred Stock. Dividends will cease to accrue after  the redemption date. Under the Federal Reserve’s risk-based capital guidelines applicable to  bank holding companies, any redemption of a series of Registered Preferred Stock is subject to  prior approval of the Federal Reserve.   Notwithstanding the foregoing, prior to the applicable Redemption Trigger Date, within 90 days  of our good faith determination that an event has occurred that would constitute a regulatory  capital treatment event (as defined below), we may, at our option, subject to the approval of the  Federal Reserve, provide notice of our intent to redeem in accordance with the procedures  described below, and subsequently redeem, all (but not less than all) of the shares of a series of  Registered Preferred Stock at the time outstanding at a redemption price equal to $100,000 per  share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without  accumulation of any undeclared dividends.   A “regulatory capital treatment event” means, with respect to a series of Registered Preferred  Stock and subject to the terms of the applicable certificate of designation, our determination, in  good faith, that, as a result of any      •  amendment to, clarification of or change in (including any announced prospective        amendment to, clarification of or change in) the laws or regulations or policies of the        United States or any political subdivision of or in the United States that is enacted or        announced or that becomes effective after the initial issuance of any share of such series        of Registered Preferred Stock;                                                                                                                          12     





 






                                                                     Exhibit 4.1      •  proposed amendment to or change in those laws or regulations or policies that is        announced or becomes effective after the initial issuance of any share of such series of        Registered Preferred Stock; or     •  official administrative decision or judicial decision or administrative action or other        official pronouncement interpreting or applying those laws or regulations or policies that        is announced or that becomes effective after the initial issuance of any share of such        series of Registered Preferred Stock,   there is more than an insubstantial risk that we will not be entitled to treat the full liquidation  value of all shares of such series of Registered Preferred Stock then outstanding as additional tier  1 capital (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the  appropriate federal banking agency, as then in effect and applicable, for as long as any share of  Registered Preferred Stock is outstanding.   If shares of the Registered Preferred Stock are to be redeemed, the notice of redemption shall be  given to the holders of record of the Registered Preferred Stock to be redeemed, either by first  class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at  their respective last addresses appearing on our stock register or transmitted by such other  method approved by the depositary, in its reasonable discretion, not less than 30 days nor more  than 60 days prior to the date fixed for redemption thereof (provided that, if the depositary shares  representing such Registered Preferred Stock are held in book-entry form through The  Depository Trust Company (“DTC”) (or a successor securities depositary), we may give such  notice in any manner permitted by DTC (or such successor)). Each notice of redemption will  include a statement setting forth: (1) the redemption date; (2) the number and series of shares of  Registered Preferred Stock to be redeemed and, if less than all the shares held by such holder are  to be redeemed, the number of such shares to be redeemed from such holder (or the method of  determining such number); (3) the redemption price; (4) the place or places where the certificates  evidencing shares of such Registered Preferred Stock are to be surrendered for payment of the  redemption price; and (5) that dividend rights with respect to the shares to be redeemed will  cease on the redemption date. If notice of redemption of any shares of Registered Preferred Stock  has been duly given and if on or before the redemption date the funds necessary for such  redemption have been set aside by us for the benefit of the holders of any shares of Registered  Preferred Stock so called for redemption, then, on and after the redemption date, dividend rights  with respect to such shares of Registered Preferred Stock will cease, such shares of Registered  Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such  shares will terminate, except the right to receive the redemption price. See “Description of  Depositary Shares” below for information about redemption of the depositary shares relating to  the Registered Preferred Stock.   In case of any redemption of only part of the outstanding shares of a series of the Registered  Preferred Stock, the shares to be redeemed shall be selected either pro rata or by lot or in such  other manner as our board of directors or any duly authorized committee of the board of directors  determines to be fair and equitable.                                                                                                                            13   





 






                                                                     Exhibit 4.1    Under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies,  any redemption of the Registered Preferred Stock is subject to prior approval of the Federal  Reserve.         Voting Rights   Except as provided below, the holders of the Registered Preferred Stock have no voting rights.   Whenever dividends on any series of the Registered Preferred Stock, or any other class or series  of preferred stock that ranks on parity with the Registered Preferred Stock as to payment of  dividends, and upon which equivalent voting rights have been conferred and are exercisable,  have not been paid, or declared and set aside for payment, in an aggregate amount equal to six or  more dividend periods, whether or not for consecutive dividend periods (a “Nonpayment”), the  holders of such series of Registered Preferred Stock, together with holders of any other series of  our preferred stock that ranks on parity with the Registered Preferred Stock as to payment of  dividends with equivalent voting rights, are entitled to vote separately as a single class for the  election of a total of two additional members of our board of directors (the “Preferred  Directors”), provided that the election of any such directors shall not cause us to violate the  corporate governance requirement of the New York Stock Exchange (or any other exchange on  which our securities may be listed) that listed companies must have a majority of independent  directors and provided further that our board of directors shall at no time include more than two  Preferred Directors.   In that event, the number of directors on our board of directors shall automatically increase by  two and, at the request of any holder of such series of Registered Preferred Stock, a special  meeting of the holders of such series of Registered Preferred Stock and any other class or series  of preferred stock that ranks on parity with such Registered Preferred Stock as to payment of  dividends and for which dividends have not been paid, shall be called for the election of the two  additional directors of our board of directors (unless such request is received less than 90 days  before the date fixed for the next annual or special meeting of the shareholders, in which event  such election shall be held at such next annual or special meeting of shareholders), followed by  another such election at each subsequent annual meeting. These voting rights will continue until  full dividends, including any declared and unpaid dividends, have been paid regularly on the  shares of such series of Registered Preferred Stock and any other class or series of preferred  stock that ranks on parity with such Registered Preferred Stock as to payment of dividends for at  least four consecutive dividend periods following the Nonpayment.   If and when full dividends have been regularly paid for at least four consecutive dividend periods  following a Nonpayment on such series of Registered Preferred Stock and any other class or  series of preferred stock that ranks on parity with such Registered Preferred Stock as to payment  of dividends, the holders of such series of Registered Preferred Stock shall be divested of the  foregoing voting rights (subject to revesting in the event of any subsequent Nonpayment) and the  term of office of each Preferred Director so elected shall terminate and the number of directors  on our board of directors shall automatically decrease by two. Any Preferred Director may be  removed at any time without cause by the holders of record of a majority of the outstanding                                                                                                                          14     





 






                                                                      Exhibit 4.1    shares of such series of Registered Preferred Stock (together with holders of any other series of   our preferred stock that ranks on parity with such Registered Preferred Stock as to payment of  dividends with equivalent voting rights, whether or not the holders of such preferred stock would  be entitled to vote for the election of directors if such default in dividends did not exist) when  they have the voting rights described above. So long as a Nonpayment shall continue, any  vacancy in the office of a Preferred Director (other than prior to the initial election of the  Preferred Directors) may be filled by the written consent of the Preferred Director remaining in  office, or if none remains in office, by a vote of the holders of a majority of the outstanding  shares of such series of Registered Preferred Stock (together with holders of any other series of   our preferred stock that ranks on parity with such Registered Preferred Stock as to payment of  dividends with equivalent voting rights, whether or not the holders of such preferred stock would  be entitled to vote for the election of directors if such default in dividends did not exist) to serve  until the next annual meeting of shareholders.   If the holders of a series of Registered Preferred Stock become entitled to vote for the election of   directors, such Registered Preferred Stock may be considered a class of voting securities under   interpretations adopted by the Federal Reserve. As a result, certain holders of such Registered   Preferred Stock may become subject to regulations under the BHC Act and/or certain   acquisitions of such Registered Preferred Stock may be subject to prior approval of the Federal   Reserve.    So long as any shares of a series of Registered Preferred Stock remain outstanding:       •  the affirmative vote or consent of the holders of at least two-thirds of all of the shares of         such series of Registered Preferred Stock at the time outstanding, voting separately as a         single class, shall be required to amend the provisions of our Restated Articles (including         the certificate of designation of such series of Registered Preferred Stock or any other         series of preferred stock) or the By-laws so as to materially and adversely affect the         powers, preferences, privileges or rights of such series of Registered Preferred Stock,         taken as a whole; provided, however, that any increase in the amount of the authorized or         issued shares of a series of Registered Preferred Stock or authorized preferred stock or         the creation and issuance, or an increase in the authorized or issued amount, of other         series of preferred stock ranking equally with and/or junior to such series of Registered         Preferred Stock with respect to the payment of dividends (whether such dividends are         cumulative or non-cumulative) and/or the distribution of assets upon voluntary or         involuntary liquidation, dissolution or winding up of the affairs of State Street will not be         deemed to adversely affect the powers, preferences, privileges or rights of such series of         Registered Preferred Stock; and      •  the affirmative vote or consent of the holders of at least two-thirds of all of the shares of         such series of Registered Preferred Stock at the time outstanding, voting separately as a         single class, shall be required to issue, authorize or increase the authorized amount of, or         to issue or authorize any obligation or security convertible into or evidencing the right to         purchase, any class or series of stock ranking senior to such series of Registered Preferred         Stock and all other parity stock with respect to payment of dividends or the distribution         of assets upon liquidation, dissolution or winding up of State Street.                                                                                                                             15    





 






                                                                      Exhibit 4.1      The foregoing voting provisions will also not apply if, at or prior to the time when the act with   respect to which such vote would otherwise be required, all outstanding shares of such series of   Registered Preferred Stock shall have been redeemed or called for redemption upon proper   notice and sufficient funds shall have been set aside by us for the benefit of the holders of such   series of Registered Preferred Stock to effect such redemption.    The holders of a series of Registered Preferred Stock are not be entitled to vote as a separate  class or series or voting group with respect to any plan of merger or share exchange solely as a  result of Section 11.04(6) of the MBCA. Section 11.04(6) of the MBCA provides that, unless a  corporation expressly provides otherwise in its articles of organization, shares of capital stock are  in some circumstances entitled to vote as a separate class or series or voting group on a plan of  merger or share exchange, if the plan of merger or share exchange contains a provision that, if  contained in a proposed amendment to the articles of organization of a corporation, would entitle  such class or series to vote as a separate voting group on the proposed amendment under Section  10.04 of the MBCA. Section 10.04 of the MBCA entitles the holders of capital stock of a  corporation to vote as a separate class or series under certain circumstances. The certificates of  designation creating the Registered Preferred Stock, which are part of our Restated Articles,  expressly provide that Section 11.04(6) of the MBCA (and any similar successor provision of the  MBCA) is inapplicable to the Registered Preferred Stock.         Preemptive and Conversion Rights   The holders of the Registered Preferred Stock do not have any preemptive or conversion rights.                    Additional Classes or Series of Stock    We have the right to create and issue additional classes or series of stock ranking equally with or   junior to each series of the Registered Preferred Stock as to dividends and/or distribution of   assets upon our liquidation, dissolution or winding up without the consent of the holders of such   series of the Registered Preferred Stock or the holders of the related depositary shares. We may   create and issue additional shares of preferred stock senior to a series of Registered Preferred   Stock as to dividends and/or distribution of assets upon our liquidation, dissolution or winding   up with the requisite consent of the holders of such Registered Preferred Stock and our parity   stock entitled to vote thereon.    Description of Depositary Shares    In this description, references to “holders” of depositary shares mean those who own depositary   shares registered in their own names, on the books that we or the depositary maintain for this   purpose, and not indirect holders who own beneficial interests in depositary shares registered in   street name or issued in book-entry form through DTC.                                                                                                                               16       





 






                                                                      Exhibit 4.1    This description summarizes specific terms and provisions of the depositary shares relating to  our Registered Preferred Stock. As described above under “Description of Preferred Stock,” we   have issued fractional interests in shares of preferred stock in the form of depositary shares. Each   depositary share represents a 1/4,000th ownership interest in a share of Registered Preferred   Stock and is evidenced by a depositary receipt. The shares of Registered Preferred Stock   represented by depositary shares are deposited under a deposit agreement among State Street,   American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to   time of the depositary receipts evidencing the depositary shares. Subject to the terms of the   applicable deposit agreement, each holder of a depositary share is entitled, through the   depositary, in proportion to the applicable fraction of a share of the Registered Preferred Stock   represented by such depositary share, to all the rights and preferences of the Registered Preferred   Stock represented thereby (including dividend, voting, redemption and liquidation rights).    Immediately following the issuance of each series of Registered Preferred Stock, we deposited   the shares of such Registered Preferred Stock with the depositary, which then issued depositary   receipts evidencing the depositary shares to the initial holders thereof. Copies of the deposit   agreements and the forms of depositary receipt are on file with the SEC.          Dividends and Other Distributions    The depositary distributes all cash dividends or other cash distributions, if any, received in   respect of the preferred stock underlying the depositary shares to the record holders of depositary   shares in proportion to the numbers of depositary shares owned by those holders on the relevant   record date. The relevant record date for depositary shares is the same date as the record date for   the preferred stock.    If there is a distribution other than in cash, rights, preferences or privileges the depositary will   distribute property received by it to the record holders of depositary shares, unless the depositary   determines, in consultation with us, that it is not feasible to make such distribution. If this occurs,   the depositary may, with our approval, adopt another method for the distribution, including   selling the property (at a public or private sale) in a commercially reasonable manner and   distributing the net proceeds from the sale to the holders.    The amounts distributed to holders of depositary shares will be reduced by any amounts required   to be withheld by the depositary or by us on account of taxes or other governmental charges.          Redemption of Depositary Shares    If we redeem shares of a series of Registered Preferred Stock represented by depositary shares,   the depositary shares will be redeemed from the proceeds received by the depositary resulting   from the redemption of such Registered Preferred Stock held by the depositary. The redemption   price per depositary share will be equal to 1/4,000th of the redemption price per share payable   with respect to such series of Registered Preferred Stock (or $25 per depositary share), plus any   declared and unpaid dividends, without accumulation of any undeclared dividends.                                                                                                                               17    





 






                                                                     Exhibit 4.1    Whenever we redeem shares of a series of Registered Preferred Stock held by the depositary, the  depositary will redeem, as of the same redemption date, the number of depositary shares  representing shares of such series of Registered Preferred Stock so redeemed. In case of any  redemption of less than all of the outstanding depositary shares, the depositary shares to be  redeemed will be selected pro rata by lot or in such other manner as our board of directors or any  duly authorized committee of the board may determine to be fair and equitable. The depositary  will mail by first class mail, postage prepaid (or otherwise transmit by an authorized method)  notice of redemption to record holders of the depositary receipts not less than 30 and not more  than 60 days prior to the date fixed for redemption of the Registered Preferred Stock and the  related depositary shares.         Voting the Registered Preferred Stock   Because each depositary share represents a 1/4,000th interest in a share of the Registered  Preferred Stock, holders of depositary receipts are entitled to a 1/4,000th of a vote per depositary  share under those limited circumstances in which holders of the Registered Preferred Stock are  entitled to a vote.   When the depositary receives notice of any meeting at which the holders of a series of Registered  Preferred Stock are entitled to vote, the depositary will mail (or otherwise transmit by an  authorized method) the information contained in the notice to the record holders of the  depositary shares relating to such Registered Preferred Stock. Each record holder of the  depositary shares on the record date, which is the same date as the record date for the Registered  Preferred Stock, may instruct the depositary to vote the amount of the Registered Preferred Stock  represented by the holder’s depositary shares. To the extent possible, the depositary will vote the  amount of the Registered Preferred Stock represented by depositary shares in accordance with  the instructions it receives. We will agree to take all reasonable actions that may be deemed  necessary to enable the depositary to vote as instructed. If the depositary does not receive  specific instructions from the holders of any depositary shares representing a series of Registered  Preferred Stock, it will vote all depositary shares of that series held by it proportionately with  instructions received.                  Withdrawal of Stock   Unless the related depositary shares have been previously called for redemption, upon surrender  of the depositary receipts at the office of the depositary, the holder of the depositary shares will  be entitled to delivery, at the office of the depositary to or upon his or her order, of the number of  whole shares of the Registered Preferred Stock and any money or other property represented by  the depositary shares. If the depositary receipts delivered by the holder evidence a number of  depositary shares in excess of the number of depositary shares representing the number of whole  shares of Registered Preferred Stock to be withdrawn, the depositary will deliver to the holder at  the same time a new depositary receipt evidencing the excess number of depositary shares. In no  event will the depositary deliver fractional shares of Registered Preferred Stock upon surrender                                                                                                                          18     





 






                                                                      Exhibit 4.1    of depositary receipts. Holders of Registered Preferred Stock thus withdrawn may not thereafter   deposit those shares under the deposit agreement or receive depositary receipts evidencing   depositary shares therefor.          Charges of Depositary    We will pay all transfer and other taxes and governmental charges arising solely from the   existence of the depositary arrangements. We paid the charges of the depositary in connection  with the initial deposit of the Registered Preferred Stock and will pay the charges of the  depositary in connection any redemption of the Registered Preferred Stock. Holders of  depositary receipts will pay transfer, income and other taxes and governmental charges and such  other charges (including those in connection with the receipt and distribution of dividends, the  sale or exercise of rights, the withdrawal of the Registered Preferred Stock and the transferring,  splitting or grouping of depositary receipts) as are expressly provided in the deposit agreement to  be for their accounts. If these charges have not been paid by the holders of depositary receipts,  the depositary may refuse to transfer depositary shares, withhold dividends and distributions and  sell the depositary shares evidenced by the depositary receipt.         Amendment and Termination of the Deposit Agreement   The form of depositary receipt evidencing the depositary shares and any provision of the deposit  agreement may be amended by agreement between us and the depositary. However, any  amendment that materially and adversely alters the rights of the holders of depositary shares,  other than fee changes, will not be effective unless the amendment has been approved by the  holders of at least a two-thirds majority of the outstanding depositary shares. The deposit   agreement with respect to a series of Registered Preferred Stock may be terminated by the   depositary or us only if:       •  all outstanding depositary shares have been redeemed;      •  there has been a final distribution of such Registered Preferred Stock in connection with         our dissolution and such distribution has been made to all the holders of depositary         shares; or      •  upon the consent of the holders of not less than two-thirds of the outstanding depositary         shares.                    Resignation and Removal of Depositary    The depositary may resign at any time by delivering to us notice of its election to do so, and we   may remove the depositary at any time. Any resignation or removal of the depositary will take   effect upon our appointment of a successor depositary and its acceptance of such appointment.   The successor depositary must be appointed within 60 days after delivery of the notice of   resignation or removal and must be a bank or trust company having its principal office in the   United States and having the requisite combined capital and surplus as set forth in the applicable   agreement.                                                                                                                             19    





 






                                                                     Exhibit 4.1          Notices   The depositary will forward to holders of depositary receipts all notices, reports and other  communications, including proxy solicitation materials received from us, that are delivered to the  depositary and that we are required to furnish to the holders of the Registered Preferred Stock. In  addition, the depositary will make available for inspection by holders of depositary receipts at  the principal office of the depositary, and at such other places as it may from time to time deem  advisable, any reports and communications we deliver to the depositary as the holder of the  Registered Preferred Stock.         Limitation of Liability   Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any  circumstance beyond its control in performing its obligations. Our obligations and those of the  depositary are limited to performance in good faith of our and their duties thereunder. We and  the depositary will not be obligated to prosecute or defend any legal proceeding in respect of any  depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the  depositary may rely upon written advice of counsel or accountants, on information provided by  persons presenting preferred stock for deposit, holders of depositary receipts or other persons  believed to be competent to give such information and on documents believed to be genuine and  to have been signed or presented by the proper party or parties.                                                                                                                            20