Exhibit 4.22
DECLARATION OF TRUST
OF
STATE STREET CAPITAL TRUST IV
This DECLARATION OF TRUST, dated as of March 31, 2000, among State Street
Corporation, a Massachusetts corporation, as "Depositor," Bank One Trust
Company, N.A. (as successor in interest to The First National Bank of Chicago),
as "Property Trustee," Bank One Delaware, Inc., as "Delaware Trustee" and Xxxx
X. Xxxxxxx and Xxxxx X. Xxxxxx, as "Administrative Trustees" (collectively, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as State Street Capital Trust
IV (the "Trust"), in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts on behalf of the Trust, and xxx and be sued on behalf of the Trust.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10, which amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
ss. 3801 et seq. (the "Business Trust Act"), and that this document constitute
the governing instrument of the Trust. The Trustees are hereby authorized and
directed to execute and file a certificate of trust with the Delaware Secretary
of State in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and Restated
Trust Agreement, satisfactory to each such party and having substantially the
terms described in the Prospectus (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Capital Securities and Common Securities referred to therein. Prior to the
execution and delivery of such Amended and Restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to prepare and distribute any
prospectus or supplemental prospectus on behalf of the Trust, including the
prospectus relating to the Capital Securities of the Trust and certain other
securities (the "Prospectus") and any necessary or desirable amendments thereto
(including any exhibits contained therein or forming a part thereof); (ii) to
file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as the Depositor, on behalf of the Trust, may deem
necessary or desirable to register the Capital Securities under, or obtain for
the Capital Securities an exemption from, the securities or "Blue Sky" laws;
(iii) to execute on behalf of the Trust such underwriting or purchase agreements
with one or more underwriters, purchasers or agents relating to the offering of
the Capital Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust any and all
documents, papers and instruments as may be desirable in connection with any of
the foregoing. If any filing referred to in clauses (i) or (ii) above is
required by law or by the rules and regulations of the applicable governmental
agency, self-regulatory organization or other person or organization to be
executed on behalf of the Trust by one of the Trustees, the Depositor and any of
the Trustees appointed pursuant to Section 6 hereof are hereby authorized to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing; it being understood that Bank One Trust Company, N.A. and Bank One
Delaware, Inc., in their capacity as Trustees of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by any such law, rule or regulation.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any of the Trustees at
any time. Any of the Trustees may resign upon thirty days' prior notice to the
Depositor; provided, however, that such notice shall not be required if it is
waived by the Depositor.
7. Bank One Delaware, Inc., in its capacity as Trustee, shall not have any
of the powers or duties of the Trustees set forth herein (except as may be
required under the Business Trust Act) and shall be a Trustee of the Trust for
the sole purpose of satisfying the requirements of Section 3807 of the Business
Trust Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
STATE STREET CORPORATION,
as Depositor
By:/s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Controller and Chief Accounting
Officer
BANK ONE TRUST COMPANY, N.A. (as
successor in interest to The First
National Bank of Chicago),
as Trustee
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK ONE DELAWARE, INC.,
as Trustee
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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Xxxx X. Xxxxxxx,
as Administrative Trustee
/s/ Xxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx,
as Administrative Trustee
/s/ Xxxxx X. Xxxxxx
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