IN WRITING TO THE CORPORATION, AT THE TIME
INDEMNIFICATION OR REIMBURSEMENT OR ADVANCEMENT OF EXPENSES IS SOUGHT; PROVIDED,
HOWEVER, THAT IF NO SUCH NOTICE IS GIVEN, AND IF CHAPTER 156D IS AMENDED, OR
OTHER MASSACHUSETTS LAW IS ENACTED, TO PERMIT FURTHER INDEMNIFICATION OF
DIRECTORS AND OFFICERS, THEN INDEMNITEE SHALL BE INDEMNIFIED TO THE FULLEST
EXTENT PERMITTED UNDER CHAPTER 156D, AS SO AMENDED, OR BY SUCH OTHER
MASSACHUSETTS LAW, AS SO ENACTED.
23.
LIMITATIONS ON INDEMNIFICATION.
THE
PROVISIONS OF THIS AGREEMENT ARE SUBJECT TO THE LIMITATIONS AND PROHIBITIONS
IMPOSED BY APPLICABLE FEDERAL LAW, INCLUDING THE SECURITIES ACT OF 1933 AND THE
FEDERAL DEPOSIT INSURANCE ACT, AND ANY REGULATIONS PROMULGATED THEREUNDER.
24.
ENFORCEMENT.
THE CORPORATION EXPRESSLY
CONFIRMS AND AGREES THAT IT HAS ENTERED INTO THIS AGREEMENT IN ORDER TO INDUCE
INDEMNITEE TO SERVE OR TO CONTINUE TO SERVE AS A DIRECTOR AND/OR OFFICER OF THE
CORPORATION, AND ACKNOWLEDGES THAT INDEMNITEE IS RELYING UPON THIS AGREEMENT IN
CONTINUING IN SUCH CAPACITY.
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25.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN,
BY ANY EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN; AND ANY PRIOR AGREEMENT OF THE PARTIES HERETO IN
RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND
CANCELLED.
FOR AVOIDANCE OF DOUBT, THE PARTIES CONFIRM THAT THE FOREGOING DOES
NOT APPLY TO OR LIMIT IN ANY WAY INDEMNITEE'S RIGHTS UNDER MASSACHUSETTS LAW OR
THE CORPORATION'S ARTICLES OF ORGANIZATION OR BYLAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
STATE STREET CORPORATION
Name:
Title:
INDEMNITEE:
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