0001104659-08-004495 Sample Contracts

STATE STREET CAPITAL TRUST III Underwriting Agreement
Underwriting Agreement • January 25th, 2008 • State Street Corp • State commercial banks • New York
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COLLATERAL AGREEMENT
Collateral Agreement • January 25th, 2008 • State Street Corp • State commercial banks • New York

This COLLATERAL AGREEMENT, dated as of January 25, 2008, among STATE STREET CORPORATION, a Massachusetts corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and as securities registrar with respect to the Capital Securities (in such capacity, the “Securities Registrar”), and STATE STREET CAPITAL TRUST III, a Delaware statutory trust (the “Issuer Trust”), acting through U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the “Property Trustee”).

GUARANTEE AGREEMENT by and between STATE STREET CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Guarantee Trustee relating to STATE STREET CAPITAL TRUST III Dated as of January 25, 2008
Guarantee Agreement • January 25th, 2008 • State Street Corp • State commercial banks • New York

This GUARANTEE AGREEMENT, dated as of January 25, 2008, is executed and delivered by State Street Corporation, a Massachusetts corporation (the “Guarantor”), having its principal office at One Lincoln Street, Boston, Massachusetts 02111, and U.S. Bank National Association, a national banking association], as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities of State Street Capital Trust III, a Delaware statutory trust (the “Issuer Trust”).

STOCK PURCHASE CONTRACT AGREEMENT
Stock Purchase Agreement • January 25th, 2008 • State Street Corp • State commercial banks • New York

STOCK PURCHASE CONTRACT AGREEMENT, dated as of January 25, 2008, between State Street Corporation, a Massachusetts corporation (the “Company”), having its principal office at One Lincoln Street, Boston, Massachusetts 02111, and State Street Capital Trust III, a Delaware statutory trust (the “Issuer Trust”), acting through U.S. Bank National Association, not in its individual capacity but solely as Property Trustee of the Issuer Trust (the “Property Trustee”).

AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • January 25th, 2008 • State Street Corp • State commercial banks • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 25, 2008, among (i) STATE STREET CORPORATION, a Massachusetts corporation (including any successors or assigns, the “Depositor”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a Delaware limited purpose trust company (the “Delaware Trustee”), (iv) Sue Horn, an individual, and Lynne Jiminez, an individual, each of whose address is c/o State Street Corporation, 2 World Financial Center, 225 Liberty Street, New York, New York 10281, (each, an “Administrative Trustee,” and together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.

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