8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2008

STATE STREET CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts
(State or Other Jurisdiction
of Incorporation) 001-07511
(Commission
File Number) 04-2456637
(I.R.S. Employer
Identification No.)

One Lincoln Street, Boston, Massachusetts 02111
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 786-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined by United States securities laws that involve inherent risks and uncertainties.  These statements relate to an uncompleted securities offering.  These statements are subject to completion of the securities offering.  Completion of this securities offering requires, among other things, the satisfaction or waiver of the conditions to closing specified in the underwriting agreement identified in Item 8.01 of this report, including the absence of a material adverse change to State Street Corporation, and other customary conditions.  Therefore, actual outcomes and results may differ materially from what is expressed in those statements.  The forward-looking statements contained in this report speak only as of the date hereof, and State Street will not undertake efforts to revise those forward-looking statements to reflect events after this date.

Unless otherwise indicated or unless the context requires otherwise, all references in this Current Report on Form 8-K to “State Street,” “we,” “us,” “our,” or similar terms mean State Street Corporation and its subsidiaries on a consolidated basis.

Item 3.03.      Material Modification to Rights of Security Holders.

                On January 25, 2008, State Street Capital Trust III (the “Trust”), a subsidiary of State Street, will issue in a public offering 500,000 of its 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (“Normal APEX”), having a liquidation amount of $1,000 per Normal APEX, for aggregate proceeds, before expenses and underwriting commissions, of $500,000,000. Each Normal APEX corresponds to (i) $1,000 principal amount of Remarketable 6.001% Junior Subordinated Debentures due 2042 (the “Junior Subordinated Debentures”) issued by State Street and owned by the Trust and (ii) a 1/100th interest in Stock Purchase Contracts under which the Trust is obligated to purchase, and State Street is obligated to sell, on the Stock Purchase Date determined pursuant to the Stock Purchase Contract, one share of State Street’s Perpetual Non-Cumulative Preferred Stock, Series A, $100,000 liquidation preference per share (the “Preferred Stock”). In conjunction with the Normal APEX, the Capital APEX and the Stripped APEX, each as defined in State Street’s and the Trust’s prospectus supplement dated January 17, 2008 (the “Prospectus Supplement”), are hereinafter referred to as the “Capital Securities.”  The Capital Securities are fully and unconditionally guaranteed, to the extent described in the Prospectus Supplement, by State Street.

                Upon the issuance of the Preferred Stock, the ability of State Street to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or preferred stock will be subject to certain restrictions. These restrictions are set forth in the Articles of Amendment to State Street’s Articles of Organization establishing the terms of the Preferred Stock   A copy of the Articles of Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 5.03.      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

                On January 24, 2008, consistent with the authorizations of its Board of Directors and the provisions of its Articles of Organization, State Street filed Articles of Amendment to its Articles of Organization with the Secretary of State of the Commonwealth of Massachusetts. The Articles of Amendment create a series of 5,001 shares of Preferred Stock of State Street designated as “Non-Cumulative Perpetual Preferred Stock, Series A.”  A copy of the Articles of Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 8.01.      Other Events.

                On January 17, 2008, State Street and the Trust entered into an Underwriting Agreement with Goldman, Sachs & Co., as representative of the underwriters named in that agreement, for the sale of $500,000,000 in aggregate liquidation amount of Normal APEX, liquidation amount of $1,000 per Normal APEX, of the Trust registered pursuant to an automatic shelf registration statement on Form S-3ASR (SEC File No. 333-132606).

-2-

                The offering is scheduled to be completed on January 25, 2008 and is subject to customary closing conditions.

                Copies of the Underwriting Agreement, opinions of counsel and related consents, the Amended and Restated Trust Agreement, Articles of Amendment to State Street’s Articles of Organization, securities certificates, the Guarantee Agreement, the Third Supplemental Indenture, the Stock Purchase Contract Agreement and the Collateral Agreement, or forms thereof, associated with this offering are filed as exhibits to this report and are incorporated by reference into the registration statement.

Item 9.01.      Financial Statements and Exhibits.

(d)Exhibits

1.1	Underwriting Agreement dated January 17, 2008 among State Street Capital Trust III, State Street Corporation and Goldman, Sachs & Co. Incorporated, as Representative of the underwriters named therein.
3.1	Articles of Amendment to Articles of Organization relating to the creation of the Series A Preferred Stock of State Street Corporation dated January 16, 2008, as filed with the Secretary of State of the Commonwealth of Massachusetts on January 24, 2008.
4.1	Form of Third Supplemental Indenture, between State Street Corporation and U.S. Bank National Association, as trustee, supplementing the Junior Subordinated Indenture dated December 15, 1996 between State Street Corporation and U.S. Bank National Association (as successor in interest to The Bank of New York (as successor in interest to J.P. Morgan & Co. (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to the First National Bank of Chicago)))).
4.2	Form of Amended and Restated Trust Agreement of State Street Capital Trust III.
4.3	Form of Normal APEX Certificate of State Street Capital Trust III (included as Exhibit C to Exhibit 4.2).
4.4	Form of Capital APEX Certificate of State Street Capital Trust III (included as Exhibit A to Exhibit 4.2).
4.5	Form of Stripped APEX Certificate of State Street Capital Trust III (included as Exhibit D to Exhibit 4.2).
4.6	Form of Stock Purchase Agreement between State Street Corporation and State Street Capital Trust III.
4.7	Form of Collateral Agreement among State Street Corporation, as Depositor, and U.S. National Bank National Association as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and State Street Capital Trust III.
4.8	Form of Guarantee Agreement of State Street Corporation relating to the Capital Securities.
5.1	Opinion of Ropes & Gray LLP relating to the validity of the Junior Subordinated Debentures, Guarantee and Preferred Stock.

-3-

5.2Opinion of Richards, Layton & Finger, P.A. relating to the validity of the Capital Securities.

8.1           Tax Opinion of Ropes & Gray LLP relating to the Prospectus Supplement.

23.1         Consent of Ropes & Gray LLP (included in Exhibit 5.1).

23.2         Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).

23.3         Consent of Ropes & Gray LLP (included in Exhibit 8.1).

-4-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STATE STREET CORPORATION
By:	/s/ David C. Phelan
Name:	David C. Phelan
Title:	Executive Vice President and General Counsel

Date: January 24, 2008

EXHIBIT INDEX

Exhibit No.		Description
	1.1	Underwriting Agreement dated January 17, 2008 among State Street Capital Trust III, State Street Corporation and Goldman, Sachs & Co. Incorporated, as Representative of the underwriters named therein.
	3.1	Articles of Amendment to Articles of Organization relating to the creation of the Series A Preferred Stock of State Street Corporation dated January 16, 2008, as filed with the Secretary of State of the Commonwealth of Massachusetts on January 24, 2008.
	4.1	Form of Third Supplemental Indenture, between State Street Corporation and U.S. Bank National Association, as trustee, supplementing the Junior Subordinated Indenture dated December 15, 1996 between State Street Corporation and U.S. Bank National Association (as successor in interest to The Bank of New York (as successor in interest to J.P. Morgan & Co. (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to the First National Bank of Chicago)))).
	4.2	Form of Amended and Restated Trust Agreement of State Street Capital Trust III.
	4.3	Form of Normal APEX Certificate of State Street Capital Trust III (included as Exhibit C to Exhibit 4.2).
	4.4	Form of Capital APEX Certificate of State Street Capital Trust III (included as Exhibit A to Exhibit 4.2).
	4.5	Form of Stripped APEX Certificate of State Street Capital Trust III (included as Exhibit D to Exhibit 4.2).
	4.6	Form of Stock Purchase Agreement between State Street Corporation and State Street Capital Trust III.
	4.7	Form of Collateral Agreement among State Street Corporation, as Depositor, and U.S. National Bank National Association as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and State Street Capital Trust III.
	4.8	Form of Guarantee Agreement of State Street Corporation relating to the Capital Securities.
	5.1	Opinion of Ropes & Gray LLP relating to the validity of the Junior Subordinated Debentures, Guarantee and Preferred Stock.
	5.2	Opinion of Richards, Layton & Finger, P.A. relating to the validity of the Capital Securities.
	8.1	Tax Opinion of Ropes & Gray LLP relating to the Prospectus Supplement.
	23.1	Consent of Ropes & Gray LLP (included in Exhibit 5.1).
	23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
	23.3	Consent of Ropes & Gray LLP (included in Exhibit 8.1).

E-1

EX-1.1

Exhibit 1.1

STATE STREET CAPITAL TRUST III

8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities
(liquidation amount $1,000 per security)
fully and unconditionally guaranteed, to the extent described herein, by

STATE STREET CORPORATION

Underwriting Agreement

January 17, 2008

Goldman, Sachs & Co.,

As Representative of the Several Underwriters

85 Broad Street,

New York, New York 10004,

Ladies and Gentlemen:

1.  Introductory. State Street Corporation, a Massachusetts corporation (the “Company”), and State Street Capital Trust III, a statutory trust created under the laws of the State of Delaware (the “Trust”), confirm their agreement with the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”) as follows:

The Trust proposes to issue and sell 500,000 of the Trust’s 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount $1,000 per security (the “Normal APEX”), as set forth or referred in the attachment to Schedule II hereto.  The proceeds of the sale of the Normal APEX and of the common securities of the Trust (the “Trust Common Securities”) to be sold by the Trust to the Company are to be invested in $500,100,000 principal amount of the Company’s Remarketable 6.001% Junior Subordinated Debentures due 2042 (the “Junior Subordinated Debentures”), to be issued pursuant to the Junior Subordinated Indenture, dated as of December 15, 1996 (the “Base Indenture”), between the Company and The First National Bank of Chicago, as amended and supplemented by a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company and U.S. Bank National Association, as successor trustee (the “Trustee”) to be entered into at or before the Closing Date (as defined in Section 3 hereof).  The Trust will contemporaneously enter into (i) a Stock Purchase Contract Agreement (the “Stock Purchase Contract Agreement”) with the Company, pursuant to which the Trust will agree to purchase 5,001 Stock Purchase Contracts (each a “Stock Purchase Contract”), each having a stated amount of $100,000 and obligating the Trust to purchase from the Company, and the Company to sell to the

Trust, subject to the terms hereof, one share of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share (the “Preferred Stock”), on the Stock Purchase Date provided for (and as defined in) the Stock Purchase Contract Agreement, and (ii) a Collateral Agreement (the “Collateral Agreement”) with U.S. Bank National Association, as collateral agent (the “Collateral Agent”), under which the Trust will initially pledge the Junior Subordinated Debentures to secure its obligation to purchase Preferred Stock under the Stock Purchase Contracts.  Capitalized terms used herein and not otherwise defined but that are defined in the Statutory Prospectus (as defined in Section 2(a)), have the meanings specified in the Statutory Prospectus.

2.  Representations and Warranties of the Company and the Trust.  The Company and the Trust, jointly and severally with the Company, represents and warrants to, and agrees with, the several Underwriters that:

(a)  Filing and Effectiveness of Registration Statement; Certain Defined Terms.  The Company has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3ASR (No. 333-132606) on March 21, 2006, including a related prospectus or prospectuses, covering the registration of the Normal APEX (together with the Capital APEX and the Stripped APEX, the “Capital Securities”) and related securities (including the Capital APEX, the Stripped APEX, the Junior Subordinated Debentures, the Guarantee, the Stock Purchase Contracts and the Preferred Stock (collectively, the “Related Securities” and, together with the Normal APEX, the “Securities”)) under the Act, which became effective upon filing.  The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified.  The “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time.  For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

For purposes of this Agreement:

“430B Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).

“430C Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

“Act” means the Securities Act of 1933, as amended.

2

“Applicable Time” means 1.45 pm (Eastern time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Effective Time” of the Registration Statement relating to the Securities means the time of the first contract of sale for the Normal APEX.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule II to this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“Rules and Regulations” means the rules and regulations of the Commission.

“Statutory Prospectus” with reference to any particular time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement.  For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(b)  Compliance.  The documents incorporated by reference in the General Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the Rules 

3

and Regulations thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Final Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(c)  Securities Act Requirements.  (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Securities and (D) on the Closing Date, the Registration Statement (other than Form T-1 filings filed as exhibits thereto) conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any such documents based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(d)  Automatic Shelf Registration Statement.  (i) Well-Known Seasoned Issuer Status.  (A)  At the time of initial filing of the Registration Statement, and (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective

4

amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405, and, as a result, the Trust is also entitled to register the Securities on the Registration Statement.

(ii)  Effectiveness of Automatic Shelf Registration Statement.  The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.

(iii)  Eligibility to Use Automatic Shelf Registration Form.  The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form.  If at any time and so long as delivery of a prospectus by an Underwriter or dealer may be (or but for the exception in Rule 172 would be) required under the Act, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representative of such effectiveness.  The Company will take all other action necessary or appropriate to permit the public offering and sale of the Normal APEX to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible.  References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(iv)  Filing Fees.  The Company has paid or shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act.

(e)  Ineligible Issuer Status.  (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Normal APEX and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

(f)  General Disclosure Package.  As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement, dated January 17, 2008, including the base prospectus, dated March 21, 2006 (which is the most

5

recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(g)  Issuer Free Writing Prospectuses.  No Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Registration Statement.  If, at any time prior to or as of the Closing Date and following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(h)  No Material Change in Business.  Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the General Disclosure Package any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the General Disclosure Package; and, since the dates as of which information is given in the General Disclosure Package, there has not been any change in the capital stock or long-term debt (other than (i) issuances of capital stock upon exercise of options and stock appreciation rights issued under equity incentive or stock option plans reported on the Company’s Proxy Statement filed with the Commission on March 19, 2007, (ii) upon earn-outs of performance shares, (iii) upon repayment of long-term debt in accordance with its terms, (iv) upon conversions of convertible securities, (v) issuances of capital stock

6

under deferred stock compensation plans, restricted stock programs and saving-related purchase plans, in the case of (i) through (v) above, which were outstanding on the date of the latest balance sheet included or incorporated by reference into the General Disclosure Package, and (vi) repurchases of the Company’s Common Stock, par value $1.00 per share, in accordance with the Company’s stock repurchase program authorized by its Board of Directors) of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package.

(i)  Good Standing.  Each of the Company and State Street Bank and Trust Company (the “Bank”)  has been duly incorporated and is validly existing as a corporation or trust company in good standing under the laws of the jurisdiction of its incorporation, with corporate and chartered trust power and authority to own its properties and conduct its business as described in the General Disclosure Package and has been duly qualified as a foreign corporation or trust company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

(j)  Capitalization.  The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non assessable; and all of the issued shares of capital stock of the Bank have been duly authorized and validly issued, are fully paid and non assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(k)  The Trust.  The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act with the power and authority to own its properties and conduct its business as described in the General Disclosure Package, and the Trust has not conducted any business to date other than as contemplated by the General Disclosure Package and this Agreement, and the Trust will not conduct any business in the future that would be inconsistent with the Amended and Restated Trust Agreement in substantially the form previously provided to the Representative and to be entered into at or before the Closing Date among the Company, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, and the individuals named therein, as Administrative Trustees (collectively, the “Trustees”, and such Amended and Restated Trust Agreement, the “Trust Agreement”), and the description of the Trust set forth in the General Disclosure Package; the Trust is not a party to or bound by any agreement or instrument other than this Agreement, the Trust Agreement, and the agreements

7

and instruments contemplated by the Trust Agreement (including the Stock Purchase Contract Agreement and the Collateral Agreement, collectively referred to as the “Other Trust Transaction Agreements”, and, together with the Trust Agreement, the “Trust Transaction Agreements”); the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Trust Transaction Agreements and described in the General Disclosure Package; based on expected operations and current law, the Trust is not or will not be classified as an association taxable as a corporation for United States federal income tax purposes; and the Trust is not a party to or subject to any action, suit or proceeding of any nature.  At the Closing Date, the Trust will have all power and authority necessary to execute and deliver the Trust Transaction Agreements and to perform its obligations hereunder and thereunder and under the Normal APEX and the Trust Common Securities.

(l)  Administrative Trustees.  Each of the Administrative Trustees is an employee of or affiliated with the Company and, at the Closing Date, the Trust Agreement will have been duly executed and delivered by each Administrative Trustee and will constitute a valid and legally binding instrument of each Administrative Trustee, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(m)  Normal APEX.  The Normal APEX have been duly authorized, and, when issued and delivered pursuant to this Agreement, will have been duly and validly issued and will be fully paid and non-assessable beneficial interests in the Trust entitled to the benefits of the Trust Agreement; and the Normal APEX will conform to the descriptions thereof contained in the General Disclosure Package and the Final Prospectus.  The issuance of the Normal APEX is not subject to preemptive or other similar rights; the Normal APEX have been qualified under the Trust Indenture Act and will have the rights set forth in the Trust Agreement, and the terms of the Normal APEX are valid and binding on the Trust.

(n)  Capital APEX and Stripped APEX.  The Capital APEX and the Stripped APEX have been duly authorized, and, if issued and delivered in accordance with the Trust Agreement, will have been duly and validly issued and will be fully paid and non-assessable beneficial interests in the Trust entitled to the benefits of the Trust Agreement; and the Capital APEX and the Stripped APEX when issued will conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Final Prospectus.  The issuance of the Capital APEX and the Stripped APEX will not be subject to preemptive or other similar rights; the Capital APEX and the Stripped APEX have been qualified under the Trust Indenture Act and will have the rights set forth in the Trust Agreement, and the terms of the Capital APEX and the Stripped APEX will be valid and binding on the Trust.

8

(o)  Trust Common Securities.  The Trust Common Securities have been duly authorized, and, at the Closing Date, will have been duly and validly issued and will be fully paid and non-assessable beneficial interests in the Trust entitled to the benefits of the Trust Agreement and will conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Final Prospectus; the issuance of the Trust Common Securities is not subject to preemptive or other similar rights; at the Closing Date, all of the issued and outstanding Trust Common Securities will be directly owned by the Guarantor, free and clear of all liens, encumbrances, equities or claims; and the Trust Common Securities, the Normal APEX, the Capital APEX and the Stripped APEX are the only beneficial interests in the Trust authorized to be issued by the Trust.

(p)  Liability.  The holders of the Normal APEX, and if and when issued, the Capital APEX and Stripped APEX (the “Securityholders”), will be entitled to the same limitation on personal liability that is extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(q)  Trust Transaction Agreements.  Each Trust Transaction Agreement has been duly authorized, and, at the Closing Date, will have been duly executed and delivered by the Trust and will constitute a valid and legally binding instrument of the Trust, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, moratorium, insolvency, fraudulent transfer, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Trust Transaction Agreements will conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Final Prospectus.

(r)  Security Interest.  The provisions of the Collateral Agreement are effective to create in favor of the Collateral Agent for the benefit of the Company a valid security interest under the Uniform Commercial Code as in effect in the State of New York on the date hereof (the “UCC”) in all “security entitlements” (as defined in Section 8-102(a)(17) of the UCC and the Federal Book-Entry Regulations (as defined below)) now or hereafter carried in or to the Junior Subordinated Debentures (other than the Junior Subordinated Debentures excluded from the definition of “Collateral” in the Collateral Agreement) or treasury securities included in the collateral account established pursuant to the Collateral Agreement (the “Pledged Securities Entitlements”); and the provisions of the Collateral Agreement are effective under the UCC and the Federal Book-Entry Regulations to perfect the security interest of the Collateral Agent for the benefit of the Company in the Pledged Security Entitlements.  “Federal Book-Entry Regulations” means (i) the federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)” governing Book-Entry Securities consisting of U.S. Treasury bonds, notes and bills) and Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R.

9

Section 357.10 through Section 357.14 and Section 357.41 through Section 357.44 (including related defined terms in 31 C.F.R. Section 357.2); and (ii) to the extent substantially identical to the federal regulations referred to in clause (i) above (as in effect from time to time), the federal regulations governing other Book-Entry Securities.

(s)  Junior Subordinated Debentures.  The Junior Subordinated Debentures have been duly and validly authorized by the Company, and, when issued and delivered by the Company to the Trust against payment therefor as described in the General Disclosure Package, will be duly and validly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and other general equity principles; and the Junior Subordinated Debentures will conform to the descriptions thereof in the General Disclosure Package and the Final Prospectus.

(t)  Authorization of the Preferred Stock.  The shares of Preferred Stock to be issued by the Company to the Trust under the Stock Purchase Contracts on the Stock Purchase Date have been duly and validly authorized and, when issued and delivered against payment therefor as provided in the Stock Purchase Contract Agreement and as provided in the Company’s Articles of Organization, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the descriptions thereof in the General Disclosure Package and the Final Prospectus.

(u)  Guarantor Transaction Agreements.  Each of the Indenture, the Trust Agreement, the Guarantee Agreement to be dated as of January 25, 2008, between the Company and the Trustee (the “Guarantee Agreement”), the Stock Purchase Contract Agreement and the Collateral Agreement (collectively, the “Other Guarantor Transaction Agreements” and, together with this Agreement and the Junior Subordinated Debentures, the “Guarantor Transaction Agreements”) has been duly and validly authorized by the Company and, when validly executed and delivered by the Company and the respective Trustees, will each constitute a valid and legally binding instrument, enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; each of the Trust Agreement, the Indenture and the Guarantee Agreement has been qualified under the Trust Indenture Act; and will conform to the descriptions thereof in the General Disclosure Package and the Final Prospectus; and officers of the Company are authorized to enter into a remarketing agreement on behalf of the Company and the Trust on terms as described in the General Disclosure Package (the “Described Remarketing Agreement”) and to execute and deliver such agreement on behalf of the Company.

10

(v)  Authority of the Company.  The Company has all power and authority (corporate and other) necessary to execute and deliver (i) the Described Remarketing Agreement and (ii) on the Stock Purchase Date, certificates representing the Preferred Stock to be then issued, and to perform its obligations under the Guarantor Transaction Agreements, the Described Remarketing Agreement and the Preferred Stock.

(w)  Absence of Defaults and Conflicts Resulting from the Transactions.  The (i) issue and sale of the Capital Securities and the Trust Common Securities by the Trust and the issue and sale of the Junior Subordinated Debentures and Preferred Stock by the Company, (ii) the execution, delivery and performance of the Guarantor Transaction Agreements, the Described Remarketing Agreement and the terms of the Preferred Stock as established in the Company’s Articles of Organization, once issued, by the Company and the execution, delivery and performance of the Trust Transaction Agreements by the Trust, and (iii) compliance with the provisions thereof and the consummation of the transactions therein and herein contemplated by the Company and the Trust, as applicable, will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in any material adverse change in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”)), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of the Guarantor Transaction Agreements or the Described Remarketing Agreement or the issuance of Preferred Stock in accordance with the Stock Purchase Contract Agreement or for the execution, delivery and performance by the Trust of the Trust Transaction Agreements, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Normal APEX by the Underwriters.

11

(x)  Authorization of Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and the Trust.

(y)  Absence of Existing Defaults and Conflicts.  Neither the Company nor the Bank nor the Trust is in violation of its organizational documents (including Articles of Organization or By-laws) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(z)  Accurate Disclosure.  The statements set forth in the General Disclosure Package and the Final Prospectus under the captions “Description of the APEX,” “Description of the Stock Purchase Contracts,” “Certain Other Provisions of the Stock Purchase Contract Agreement and the Collateral Agreement,” “Description of the Junior Subordinated Debentures,” “Description of the Guarantee,” “Relationship among the APEX, Junior Subordinated Debentures, Stock Purchase Contracts and Guarantee,” and “Description of the Preferred Stock,” insofar as they are descriptions of contracts, agreements or other legal documents or describe federal statutes, rules or regulations, and under the caption “Underwriting,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; the statements set forth in the General Disclosure Package and the Final Prospectus under the caption “Certain U.S. Federal Income Tax Consequences” and “ERISA Considerations,” insofar as they purport to constitute a summary of matters of U.S. federal income tax law or the U.S. Employee Retirement Income Security Act of 1974 and regulations or legal conclusions with respect thereto, are accurate, complete and fair in all material respects.

(aa)  Litigation.  Other than as set forth in the General Disclosure Package, there are no pending or, to the Company’s knowledge, threatened or contemplated legal or government actions, suits or proceedings to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries (including the Trust) is the subject, which, taking into account the likelihood of the outcome, the damages or other relief sought and other relevant factors, individually and in the aggregate, would reasonably be expected to result in any material adverse change in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole.

(bb)  Investment Company Act.  Neither the Company nor the Trust is and, after giving effect to the offering and sale of the Trust Common Securities and the Normal APEX, will be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

12

(cc)  Independence of Accountants.  Ernst & Young, LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent registered public accountants as required by the Act and the rules and regulations of the Commission thereunder.

(dd)  Bank Holding Company.  The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended; and the Company and the Bank are in compliance with, and conduct their respective businesses in conformity with, all applicable laws and governmental regulations governing bank holding companies, banks and subsidiaries of bank holding companies, respectively, except failures to so comply or be in conformity with that could not reasonably be expected to have a material adverse change on the Company and its subsidiaries taken as a whole.

(ee)  Internal Controls and Compliance with the Sarbanes-Oxley Act.  Except as set forth in the General Disclosure Package, the Company, the Bank and the Company’s Board of Directors (the “Board”) are in material compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and all applicable Exchange Act rules.  The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Sarbanes-Oxley and the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  The Internal Controls are overseen by the Examining and Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, Sarbanes-Oxley or the Exchange Act, or any matter which, if determined adversely, would have a Material Adverse Effect.

3.  Purchase, Sale and Delivery of the Normal APEX.  On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Trust agrees to sell to the several Underwriters the Normal APEX, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at a purchase price per Normal APEX of $1,000, plus accrued distributions, if any, from

13

January 17, 2008 the principal amount of the Normal APEX as set forth opposite the names of the Underwriters in Schedule I hereto.

The Trust, or the Company on behalf of the Trust, will deliver the Normal APEX to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Cravath, Swaine & Moore LLP, at 9:00 A.M., New York time, on January 25, 2008, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”.  For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all Normal APEX sold pursuant to the offering. The Normal APEX to be delivered or evidence of their issuance will be made available for checking at the above office at least 24 hours prior to the Closing Date.

As compensation for the Underwriters’ commitments, the Company will pay to the Representative for the Underwriters’ proportionate accounts the sum of $15.00 per Normal APEX times the total number of the Normal APEX purchased by each Underwriter on the Closing Date. Such payment will be made on the Closing Date with respect to Normal APEX purchased on the Closing Date.

4.  Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Normal APEX for sale to the public as set forth in the Final Prospectus.

5.  Certain Agreements of the Company and the Trust.  The Company and the Trust, jointly and severally, agree with the several Underwriters that:

(a)  Filing of Prospectuses.  The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement.  The Company has complied and will comply with Rule 433.

(b)  Filing of Amendments; Response to Commission Requests.  For so long as a prospectus relating to the Normal APEX is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, the Company or the Trust will promptly advise the Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any such amendment or supplement; and the Company will also advise the Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for

14

any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company or the Trust of any notification with respect to the suspension of the qualification of the Normal APEX or any Related Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose.  The Company and the Trust will use their best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(c)  Continued Compliance with Securities Laws.  If, at any time when a prospectus relating to the Normal APEX is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative of such event and will promptly, on behalf of the Trust, prepare and file with the Commission and furnish, at the Company’s expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.  Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d)  Reporting Requirements.  For so long as the delivery of a prospectus is required in connection with the offering or sale of the Normal APEX, the Company and the Trust will furnish, or will cause to be furnished, to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of any annual report to stockholders for such year as is required to be filed by the Company or the Trust with the Commission; and the Company and the Trust will furnish, or cause to be furnished, to the Representative (i) as soon as available, a copy of each report and any definitive proxy statement of the Company or the Trust filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company or the Trust as the Representative may reasonably request.  However, so long as the Company or the Trust is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), they are not required to furnish such reports or statements to the Underwriters.

(e)  Blue Sky Qualifications.  The Company and the Trust will promptly from time to time take such action as the Representative may reasonably request to

15

qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may request and to comply with such laws so as to permit the sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction.

(f)  Furnishing of Prospectuses.  Prior to 5:00 p.m., New York City time, on the New York business day next succeeding the date of this Agreement and so long as delivery of a prospectus by an Underwriter or dealer may be (or but for the exception in Rule 172 would be) required under the Act, the Company and the Trust will furnish, or cause to be furnished, to the Underwriters written and electronic copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all amendments and supplements to such documents, in New York City in such quantities as the Representative may reasonably request.

(g)  Rule 158.  The Company will make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (and the Trust if required by the Commission) (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158).

(h)  Restrictions on Sales of the Normal APEX.  During the period beginning from the date hereof and continuing to and including the business day after the Closing Date, (x) the Trust shall not, and in the case of the Company shall not and shall not cause the Trust to, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Trust that are substantially similar to the Normal APEX or any of the Related Securities (including any guarantees of such securities) and (y) the Company shall not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Junior Subordinated Debentures or the Preferred Stock, without the prior written consent of the Representative.

(i)  Use of Proceeds.  The Trust shall use the net proceeds received by it, and the Company shall cause the Trust to use the net proceeds received by it, from the sale of the Normal APEX and the sale of the Trust Common Securities, and the Company shall use the net proceeds received by it from the sale of the Junior Subordinated Debentures, pursuant to this Agreement in the manner specified in the General Disclosure Package under the caption “Use of Proceeds.”

16

(j)  Rule 462(b).  If the Company and the Trust elect to rely upon Rule 462(b), the Company and the Trust shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by no later than the second business day following the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

(k)  Issuances by the Company.  The Company will issue the Guarantee and the Junior Subordinated Debentures concurrently with the issue and sale of the Normal APEX.

(l)  Company License.  The Company, upon request of any Underwriter, will furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Normal APEX (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

(m)  Payment of Expenses.  The Company will pay or caused to be paid the following:  (i) the fees, disbursements and expenses of the Company’s and the Trust’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Guarantor Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Normal APEX for offering and sale under state securities laws as provided in Section 5(d) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating services for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Normal APEX; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustees, any of their respective agents, and the fees and disbursements of counsel for each of the Trustees; and (viii) all other costs and expenses incident to the performance of their obligations hereunder and under the Guarantor Transaction Agreements which are not otherwise specifically provided for in this Section.  It is understood, however, that, except as provided in this Section, and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of

17

any of the Normal APEX by them, and any advertising expenses connected with any offers they may make.

(n)  Absence of Manipulation.  Neither the Trust nor the Company will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Trust or the Company to facilitate the sale or resale of the Normal APEX.

(o)  Listing of the Normal APEX.  The Company will use commercially reasonable efforts to list the Normal APEX on the New York Stock Exchange within a 30-day period following the Stock Purchase Date.

6.  Free Writing Prospectuses.  (a) Issuer Free Writing Prospectuses.  Each of the Company and the Trust represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Normal APEX that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.  Any such free writing prospectus consented to by the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.”  Each of the Company and the Trust represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

(b)  Term Sheets.  The Company will prepare, or cause to be prepared, a final term sheet relating to the Normal APEX and Related Securities, containing only information that describes the final terms of the Normal APEX and Related Securities and otherwise in a form consented to by the Representative, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the offering of the Normal APEX.  Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement.  The Company and the Trust also consent to the use by any Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Normal APEX and Related Securities or their offering or (y) information that describes the final terms of the Normal APEX and Related Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

18

7.  Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Normal APEX on the Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Trust herein (as though made on the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Trust of each of their obligations hereunder and to the following additional conditions precedent:

(a)  Filing of Prospectus.  The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof and the final term sheet contemplated by Section 6(b) hereof, and any other material required to be filed by the Company or the Trust pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433.  No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Company or the Trust or any Underwriter, threatened or shall be contemplated by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the knowledge of the Company or the Trust or any Underwriter, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representative.

(b)  Opinion of Counsel for Underwriters.  The Representative shall have received from Cravath, Swaine & Moore LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.  In rendering such opinion, Cravath, Swaine & Moore LLP may rely (i) as to the incorporation of the Company and all other matters governed by the law of the Commonwealth of Massachusetts upon the opinion of Ropes & Gray LLP, delivered pursuant to Section 7(d), or the opinion of David C. Phelan, delivered pursuant to Section 7(c); (ii) as to those matters that relate to the Trustee, the Guarantee Trustee, the Property Trustee or the Collateral Agent, upon the certificates of such entities; and (iii) as to matters governed by Delaware law, upon the opinion of Delaware Counsel delivered pursuant to Section 7(e).

(c)  Opinion of Counsel for Company.  The Representative shall have received an opinion, dated the Closing Date, of David C. Phelan, General Counsel for the Company, to the effect that:

(i)  Good Standing of the Company and Bank.  The Company is validly existing as a corporation in good standing under the laws of The

19

Commonwealth of Massachusetts, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, and the Company has all requisite corporate power and authority to execute and deliver the Guarantor Transaction Agreements and this Agreement and to consummate the transactions contemplated thereby and hereby.  The Bank is validly existing as a chartered trust company and has chartered trust company power and authority to own its properties and conduct its business as described in the General Disclosure Package.

(ii)  Capitalization of the Company.  The Company has an authorized capitalization as set forth in the Final Prospectus.

(iii)  Litigation.  To the best of such counsel’s knowledge and other than as set forth in the General Disclosure Package, there are no pending, threatened or contemplated legal or governmental actions, suits or proceedings to which the Company or any of its subsidiaries (including the Trust) is a party or of which any property of the Company or any of its subsidiaries is the subject, which, taking into account the likelihood of the outcome, the damages or other relief sought and other relevant factors, individually or in the aggregate, would reasonably be expected to result in any material adverse change in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole.

(iv)  Authorization.  The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company; and this Agreement has been executed and delivered by the Company.

(v)  Issuances by the Company.  The Junior Subordinated Debentures have been authorized by the Company, and, when authenticated by the Trustee, issued in accordance with the terms of the Indenture and delivered by the Company to the Trust against payment therefor as described in the General Disclosure Package, will be duly and validly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and other general equity principles.

(vi)  Guarantor Transaction Agreements.  Each of the Trust Agreement, the Guarantee Agreement, the Stock Purchase Contract Agreement, the Collateral Agreement and the Indenture has been duly authorized by the Company, has been executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency,

20

reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(vii)  Investment Company Act.  The Company is not, nor, after giving effect to the offering and sale of the Trust Common Securities and the Normal APEX and the application of the proceeds thereof as described in the General Disclosure Package, will it be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act.

(viii)  Compliance.  The documents incorporated by reference in the General Disclosure Package and Final Prospectus or any further amendment or supplement thereto prior to the Closing Date (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the Rules and Regulations thereunder.

(ix)  Disclosure.  Although such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Final Prospectus, such counsel has no reason to believe that, as of the Effective Time relating to the Normal APEX or as of the Closing Date, the Registration Statement or any further amendment thereto (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, or as of the Closing Date, the Final Prospectus or any further amendment or supplement thereto (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Applicable Time or as of the Closing Date, the General Disclosure Package (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to

21

the Registration Statement or required to be incorporated by reference into the Final Prospectus or required to be described in the Registration Statement or the Final Prospectus which are not filed or incorporated by reference or described as required.

(d)  Opinion of Ropes and Gray.  The Representative shall have received an opinion, dated the Closing Date, of Ropes & Gray LLP, counsel for the Company, to the effect that:

(i)  Good Standing of the Company and the Bank.  The Company is validly existing as a corporation in good standing under the laws of The Commonwealth of Massachusetts, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, and the Company has all requisite corporate power and authority to execute and deliver the Guarantor Transaction Agreements and this Agreement and to consummate the transactions contemplated thereby and hereby.  The Bank is validly existing as a chartered trust company and has chartered trust company power and authority to own its properties and conduct its business as described in the General Disclosure Package.

(ii)  Authorization.  The execution and delivery by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and this Agreement has been duly executed and delivered by the Company.

(iii)  Issuances by the Trust.  The Capital Securities and the Trust Common Securities have been qualified under the Trust Indenture Act.

(iv)  Issuances by the Company.  The Junior Subordinated Debentures have been duly authorized by the Company, and, when authenticated by the Trustee and issued in accordance with the terms of the Indenture and delivered by the Company to the Trust against payment therefor as described in the General Disclosure Package, will be duly and validly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and other general equity principles; and the Junior Subordinated Debentures will conform to the description thereof in the General Disclosure Package and the Final Prospectus.  The issuance by the Company of the Preferred Stock pursuant to the Stock Purchase Contract Agreement and the Company’s Articles of Organization has been duly authorized and, when certificates evidencing the shares of Preferred Stock have been executed by the Company and authenticated by the Company’s transfer agent and delivered on the Stock Purchase Date, such shares will be validly issued, fully paid and non-assessable.

22

(v)  Other Guarantor Transaction Agreements.  Each of the Indenture, the Trust Agreement, the Guarantee Agreement, the Stock Purchase Contract Agreement and the Collateral Agreement has been duly authorized by the Company, has been executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; each of the Indenture, the Trust Agreement, the Guarantee Agreement, the Stock Purchase Contract Agreement and the Collateral Agreement will conform to the description thereof in the General Disclosure Package and the final Prospectus; and each of the Trust Agreement, the Indenture and the Guarantee Agreement has been qualified under the Trust Indenture Act.

(vi)  Absence of Defaults and Conflicts Resulting from the Transactions.  The issue and sale of the Normal APEX and the Trust Common Securities being delivered at the Closing Date by the Trust; the issue by the Company of the Guarantee, the Preferred Stock and the Junior Subordinated Debentures; the execution and delivery of the Guarantor Transaction Agreements; the compliance with all of the provisions of the Guarantor Transaction Agreements by the Company; and the consummation of the transactions therein and herein contemplated will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, any material debt instrument of the Company or the Bank or other contract or other agreement listed in an attachment to such opinion to which the Company is a party or by which the Company is bound, nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company.

(vii)  Consents. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Normal APEX, the Junior Subordinated Debentures or the Guarantee being delivered at the Closing Date or the consummation by the Company or the Trust of the transactions contemplated by this Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Normal APEX by the Underwriters.

(viii)  Accurate Disclosure.  The statements set forth in the General Disclosure Package and the Final Prospectus under the captions “Description of the APEX,” “Description of the Stock Purchase Contracts,” “Certain Other Provisions of the Stock Purchase Contract Agreement and the Collateral

23

Agreement,” “Description of the Junior Subordinated Debentures,” “Description of the Guarantee,” “Relationship among the APEX, Junior Subordinated Debentures, Stock Purchase Contracts and Guarantee,” and “Description of the Preferred Stock,” insofar as they are descriptions of contracts, agreements or other legal documents or describe federal statutes, rules or regulations, and under the caption “Underwriting,” insofar as they purport to describe the provisions of the documents referred to therein, constitute an accurate, complete and fair summary of the matters set forth therein in all material respects.

(ix)  Disclosure.  The Registration Statement, as of the Effective Time relating to the Normal APEX, and the Final Prospectus, as of its date, and any further amendment or supplement thereto (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion), as of its date, comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Final Prospectus, except for those referred to in the opinion in subsection (viii) of this Section 7(d), no facts have come to their attention that causes them to believe that, as of the Effective Time relating to the Normal APEX or as of the Closing Date, the Registration Statement or any further amendment thereto (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, or as of the Closing Date, the Final Prospectus or any further amendment or supplement thereto (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Applicable Time or as of the Closing Date, the General Disclosure Package (other than the financial statements and related schedules and other financial and accounting data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to

24

the Registration Statement or required to be incorporated by reference into the Final Prospectus or required to be described in the Registration Statement or the Final Prospectus which are not filed or incorporated by reference or described as required.

(x)  The provisions of the Collateral Agreement are effective to create in favor of the Collateral Agent for the benefit of the Company a valid security interest under the UCC in all Pledged Securities Entitlements in which a security interest may be created under Article 9 of the UCC (the “Article 9 Security Interest”); and the provisions of the Collateral Agreement are effective under the UCC and the Federal Book-Entry Regulations to perfect the Article 9 Security Interest in the Collateral Agent for the benefit of the Company in the Pledged Security Entitlements; and

(xi)  The Trust is not, nor, after giving effect to the offering and sale of the Trust Common Securities and the Normal APEX and the application of the proceeds thereof as described in the General Disclosure Package, will it be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act.

(e)  Opinion of Delaware Counsel.  The Representative shall have received an opinion, dated such Closing Date, of Richards, Layton & Finger, P.A., special Delaware Counsel for the Trust, to the effect that:

(i)  Good Standing.  The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act and, under the Trust Agreement and the Delaware Statutory Trust Act, has the trust power and authority to own its properties and conduct its business, all as set forth in the Trust Agreement, and all filings required under the laws of the State of Delaware with respect to the creation and valid existence of the Trust as a statutory trust have been made.

(ii)  The Trust Agreement.  The Trust Agreement constitutes a valid and binding obligation of the Company and the Trustees, and is enforceable against the Company and the Trustees, in accordance with its terms, and the terms of the Capital Securities as set forth in the Trust Agreement, to the extent they are obligations of the Trust, are valid and binding obligations of the Trust in accordance with the terms of the Trust Agreement, all subject to the effect upon the Trust Agreement of (a) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (b) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (c) the effect of applicable public policy on the enforceability of provisions relating to indemnification or contribution.

25

(iii)  Power and Authority.  Under the Trust Agreement and the Delaware Statutory Trust Act, the Trust has the trust power and authority to (a) execute and deliver this Agreement and the Trust Transaction Agreements and to perform its obligations hereunder and thereunder, and (b) issue and perform its obligations under the Capital Securities and the Trust Common Securities.

(iv)  Authorization.  Under the Trust Agreement and the Delaware Statutory Trust Act, the execution and delivery by the Trust of this Agreement and the Trust Transaction Agreements, the performance by the Trust of its obligations hereunder and thereunder and the purchase of the Junior Subordinated Debentures have been duly authorized by all necessary trust action on the part of the Trust.

(v)  The Capital Securities.  Under the Delaware Statutory Trust Act, the form of certificates attached to the Trust Agreement to represent the Normal APEX, the Capital APEX and the Stripped APEX are appropriate forms of certificates to evidence ownership of the Normal APEX, the Capital APEX and the Stripped APEX, respectively.  The Normal APEX have been duly authorized by the Trust Agreement and, when delivered to the Underwriters, in accordance with this Agreement, will be validly issued and fully paid and non-assessable beneficial interests in the Trust.  The holders of the Normal APEX, the Capital APEX and the Stripped APEX are entitled to the benefits provided by the Trust Agreement (subject to the terms of the Trust Agreement); the Capital APEX and the Stripped APEX, when issued upon an Exchange in accordance with the terms of the Trust Agreement, will have been duly and validly issued and, will be fully paid and non-assessable beneficial interests in the Trust; and the holders of the Normal APEX, the Capital APEX and the Stripped APEX, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, provided that such counsel may note that the holders of the Normal APEX, the Capital APEX and the Stripped APEX, as applicable, and of the Trust Common Securities may be obligated, pursuant to the Trust Agreement, to (A) provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers or exchanges of Normal APEX, Capital APEX or Stripped APEX certificates and the issuance of replacement of such certificates, and (B) provide security and indemnity in connection with requests of or directions to the Property Trustee (as defined in the Trust Agreement) to exercise its rights and remedies under the Trust Agreement.

(vi)  Trust Common Securities.  The Trust Common Securities have been duly authorized by the Trust Agreement and when issued and delivered by the Trust to the Company against payment therefor described in the Trust Agreement, will be validly issued and fully paid (subject to the qualifications described in the proviso to clause (v) next above) beneficial interests in the

26

Trust.  The Company, as holder of the Trust Common Securities, will be entitled to the benefits of the Trust Agreement.

(vii)  Preemptive Rights.  Under the Delaware Statutory Trust Act and the Trust Agreement, the issuance of the Normal APEX, the Capital APEX and the Stripped APEX and the Trust Common Securities is not subject to preemptive rights.

(viii)  No Conflicts.  The issue and sale of the Capital Securities and the Trust Common Securities by the Trust, the execution and delivery of this Agreement and the Trust Transaction Agreements by the Trust, the compliance by the Trust with all of the provisions of the Capital Securities, the Trust Transaction Agreements and this Agreement, the purchase by the Trust of the Junior Subordinated Debentures in the circumstances contemplated by the Trust Agreement and the consummation of the transactions therein contemplated do not violate (a) the Trust Agreement or the Certificate of Trust of the Trust, or (b) any applicable Delaware law, rule or regulation.

(ix)  No Required Consents.  No authorization, approval, consent or order of any Delaware court or Delaware governmental authority or Delaware agency is required to be obtained by the Trust solely in connection with the issuance and sale of the Capital Securities and the Trust Common Securities or the execution, delivery and performance by the Trust of this Agreement or the Trust Transaction Agreements.  In rendering the opinion expressed in this paragraph (ix), such counsel need express no opinion concerning the securities laws of the State of Delaware.

(x)  No Liability for Taxes.  Assuming that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee as required by the Delaware Statutory Trust Act and filing documents with the Delaware Secretary of State) or employees in the State of Delaware and that the Trust is treated as a grantor trust for federal income tax purposes, the Securityholders (not otherwise subject to income tax by the State of Delaware) will have no liability for income taxes imposed by the State of Delaware solely as a result of their participation in the Trust, and the Trust will not be liable for any income tax imposed by the State of Delaware.

(f)  Tax Opinion.  The Representative shall have received the opinion, dated as of the Closing Date, of Ropes & Gray LLP, special tax counsel for the Company and the Trust, in form and substance satisfactory to the Representative, to the effect that such firm confirms its opinion set forth in the General Disclosure Package and Final Prospectus under the captions “Certain U.S. Federal Income Tax Consequences” and “ERISA Considerations”, insofar as such statements constitute a summary of matters of law or legal conclusions relating thereto, are accurate summaries, in all material respects, of the matters discussed therein,

27

subject to the limitations stated therein.  Ropes & Gray LLP may also state in their opinion that, insofar as that opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of the officers of the Company and its subsidiaries.

(g)  Accountants’ Comfort Letter.  The Representative shall have received letters, dated, respectively, the date hereof and the Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent registered public accountants as required by the Act and the Rules and Regulations thereunder and substantially in the form of Schedule III hereto (except that, in the letter dated on the Closing Date, the specified date referred to in paragraph 4 of such letter shall be a date no more than three days prior to such Closing Date).

(h)  No Material Adverse Change.  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the Representative, is material and adverse and makes it impractical or inadvisable to market the Normal APEX; (ii) any downgrading in the rating of any securities of the Company or the Trust by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)), or any public announcement that any such organization has under surveillance or review its rating of any securities of the Company or the Trust (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii)  any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representative, impractical to market or to enforce contracts for the sale of the Normal APEX, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal, New York or Massachusetts state authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Normal APEX or to enforce contracts for the sale of the Normal APEX.

28

(i)  Rating.  On or after the date of this Agreement, the Normal APEX shall have been accorded a rating of not less than “A” by Standard & Poor’s Ratings Service and not less than “A2” by Moody’s Investors Service, Inc.  On or after the date of this Agreement (i) no downgrading shall have occurred in the rating accorded the debt securities of or guaranteed by the Company or the preferred stock of the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of or guaranteed by the Company or preferred stock of the Company.

(j)  Officer’s Certificate.  The Representative shall have received a certificate, dated such Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties of the Company and the Trust in this Agreement are true and correct; the Company and the Trust have each complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge, are contemplated by the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package and Final Prospectus, there has been no material adverse change in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package and Final Prospectus or as described in such certificate.

(k)  The Company shall have filed a Certificate of Designation with the Secretary of the Commonwealth of the Commonwealth of Massachusetts with respect to a series of preferred stock having terms substantially similar to the Preferred Stock.

The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably require.  The Representative may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.

8.  Indemnification and Contribution.  (a)  Indemnification of Underwriters.  The Company and the Trust, jointly and severally, will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or

29

liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the Company nor the Trust will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

(b)  Indemnification of Company.  Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement, the Trust and each person, if any, who controls the Company or the Trust within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in

30

the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the sixth paragraph under the caption “Underwriting”.

(c)  Actions against Parties; Notification.  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d)  Contribution.  If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Trust on the one hand and the Underwriters on the other from the offering of the Normal APEX or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Trust on the one hand and the Underwriters on the other

31

in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Trust on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Trust bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Trust or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Normal APEX underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)  Miscellaneous.  The Company, the Trust and the Underwriters agree that it would not be just and equitable if contribution pursuant to Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in Section 8(d).

9.  Default of Underwriters.  If any Underwriter or Underwriters default in their obligations to purchase the Normal APEX hereunder on the Closing Date and the aggregate liquidation amount of the Normal APEX that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate liquidation amount that the Underwriters are obligated to purchase on the Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Normal APEX by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Normal APEX that such defaulting Underwriters agreed but failed to purchase on the Closing Date.  If any Underwriter or Underwriters so default and the aggregate

32

liquidation amount of the Normal APEX with respect to which such default or defaults occur exceeds 10% of the total aggregate liquidation amount of the Normal APEX that the applicable Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Company for the purchase of such Normal APEX by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Trust or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section.  Nothing herein will relieve a defaulting Underwriter from liability for its default.

10.  Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the Trust, the Company or its officers and the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Trust, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Normal APEX. If this Agreement shall be terminated pursuant to Section 9 hereof, the Company and the Trust shall not then be under any liability to any Underwriter except as provided in Sections 5(m) and 8 hereof; but, if for any other reason, the Normal APEX are not delivered by or on behalf of the Trust as provided herein, the Company and the Trust, jointly and severally, will reimburse the Underwriters through the Company for all out-of-pocket expenses approved in writing by the Company, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Normal APEX not so delivered, but the Company and the Trust shall then be under no further liability to any Underwriter except as provided in Sections 5(m) and 8 hereof; provided, however, that all parties shall only be responsible for their own out-of pocket expenses, including fees and disbursements of counsel, if any Normal APEX are not delivered by or on behalf of the Company as provided herein for any of the following reasons: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange; (ii) a general moratorium on commercial banking activities declared by either Federal or New York or Massachusetts State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or; (iv) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.  In addition, if any Normal APEX have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

11.  Notices.  All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the

33

Representative, c/o Goldman, Sachs & Co., as Representative of the Several Underwriters, 85 Broad Street, New York, New York 10004, or, if sent to the Company or the Trust, will be mailed, delivered or telegraphed and confirmed to it at the address or facsimile number of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

12.  Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

13.  Representation of Underwriters.  The Representative will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

14.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15.  Absence of Fiduciary Relationship.  The Company acknowledges and agrees that:

(a)  No Other Relationship.  The Representative has been retained solely to act as underwriter in connection with the sale of the Normal APEX and that no fiduciary, advisory or agency relationship between the Company, the Trust and the Representative has been created in respect of any of the transactions contemplated by this Agreement, the Guarantor Agreements or the Final Prospectus, irrespective of whether the Representative has advised or is advising the Company or the Trust on other matters;

(b)  Arms’ Length Negotiations.  The price of the Normal APEX set forth in this Agreement was established by the Company and the Trust following discussions and arms-length negotiations with the Representative and each of the Company and the Trust is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement and the Guarantor Agreements;

(c)  Absence of Obligation to Disclose.  Each of the Company and the Trust has been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Trust and that the Representative has no obligation to disclose such interests and transactions to the Company or the Trust by virtue of any fiduciary, advisory or agency relationship; and

(d)  Waiver.  Each of the Company and the Trust waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of

34

fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement or the process leading thereto and agrees that the Representative shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Trust, including stockholders, employees or creditors of the Company or the Trust.

16.  Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Each of the Company and the Trust hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  Each of the Company and the Trust irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

35

If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Trust and the several Underwriters in accordance with its terms.

Very truly yours,

STATE STREET CAPITAL TRUST III,

    By:    State Street Corporation, as depositor

By:	/s/ Edward J. Resch
	Name:	Edward J. Resch
	Title:	Chief Financial Officer and Executive Vice President

STATE STREET CORPORATION

By	/s/ Edward J. Resch
	Name:	Edward J. Resch
	Title:	Chief Financial Officer and Executive Vice President

The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written.

	GOLDMAN, SACHS & CO.
By:	/s/ Goldman Sachs

As Representative of the
Several Underwriters

SCHEDULE I

Underwriter	Liquidation Amount of Normal APEX to be Purchased
Goldman, Sachs & Co.	$	325,000,000
Lehman Brothers Inc.	$	75,000,000
Morgan Stanley & Co., Incorporated	$	75,000,000
Muriel Siebert & Co., Inc.	$	12,500,000
The Williams Capital Group, L.P.	$	12,500,000
Total	$	500,000,000

SCHEDULE II

1.General Use Free Writing Prospectuses (included in the General Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following document:

1.  Final term sheet, dated January 17, 2008, a copy of which is attached hereto.

2.Other Information Included in the General Disclosure Package

The following information is also included in the General Disclosure Package:

None.

SCHEDULE III

EX-3.1

Exhibit 3.1

	William Francis Galvin Secretary of the Commonwealth
	One Ashburton Place, Boston, Massachusetts 02108-1512
	Articles of Amendment
	(General Laws Chapter 156D, Section 10.06: 950 CMR 113.34)

(1) Exact name of corporation:			State Street Corporation
(2) Registered office address:		155 Federal Street, Boston, Massachusetts 02110
		(number, street, city or town, state, zip code)
(3) These articles of amendment affect article(s):					One
				(specify the number(s) of articles(s) being amended(I-VI))
(4) Date adopted:	January 16, 2008
	(month, day, year)

(5)	Approved by:
	(check appropriate box)
	o    the incorporators.
	x   the board of directors without shareholder approval and shareholder approval was not required.
	o    the board of directors and the shareholders in the manner required by law and the articles of organization.

(6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

That Article 4 of the Restated Articles of Organization be Amended to designate a Series A of preferred stock more particularly described on Exhibit A attached hereto and made a part hereof.

To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

(7)The amendment shall be effective at the time and on the date approved by the Division, unless a letter effective date not more than 90 days from the date and time of filing is specified:                                          

* G.L. Chapter 156D eliminate the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and comment relative thereto.

Signed by:	/s/ David C. Phelan
	(signature of authorized individual)
o    Chairman of the board of directors,
o    President,
x   Other officer,
o    Court-appointed fiduciary,
on this 24th day of January, 2008.

COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $         having been paid, said articles are deemed to have been filed with me this        day if             , 20     , at            a.m./p.m.

time

Effective date:
	(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information:

David C. Phelan
State Street Corporation
One Lincoln Street, Boston, Massachusetts 02111
Telephone:		(617) 786-3000
Email:	dcphelan@statestreet.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

EXHIBIT A

CERTIFICATE OF DESIGNATION

OF

NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

OF

STATE STREET CORPORATION

(Pursuant to Section 6.02 of the Massachusetts Business Corporation Act)

State Street Corporation, a corporation organized and existing under the Massachusetts Business Corporation Act of the Commonwealth of Massachusetts (the “Corporation”), in accordance with the provisions of Section 6.02 thereof, hereby certifies:

The Executive Committee (the “Committee”) of the Board of Directors of the Corporation, in accordance with the resolutions of the Board of Directors dated March 16, 2006, March 15, 2007 and December 13, 2007 and the provisions of the Articles of Organization, adopted the following resolutions creating a series of 5,001 shares of Preferred Stock of the Corporation designated as “Non-cumulative Perpetual Preferred Stock, Series A”.

RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of Directors dated March 16, 2006, March 15, 2007 and December 13, 2007  and the provisions of the Articles of Organization, a series of Preferred Stock, without par value, of the Corporation be and hereby is created, and that the designation and number of shares, and the preferences, limitations, and relative rights thereof are as follows:

Section 1.  Designation and Number, Issue Date.  The series will be designated the “Non-cumulative Perpetual Preferred Stock, Series A” (hereinafter called the “Series A”) and will initially consist of 5,001 shares.  The number of shares constituting this Series may be increased from time to time in accordance with law up to the maximum number of shares of Preferred Stock authorized to be issued under the Articles of Organization less all shares at the time authorized of any other series of Preferred Stock as of the date hereof.  Shares of this Series will be dated the date of issue.  Shares of the Series A that are redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall, after such redemption, purchase or acquisition, have the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

Section 2.  Definitions.  As used herein with respect to the Series A:

(a) “Articles of Organization” means the Articles of Organization of the Corporation, as may be amended from time to time, and shall include this Certificate of Designation.

(b) “Board of Directors” means the board of directors of the Corporation.

(c) “Bylaws” means the Bylaws of the Corporation, as may be amended from time to time.

(d) “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, Boston, Massachusetts or Wilmington, Delaware are permitted or required by any applicable law to close.

(e) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at such time.  The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series A is outstanding, a person or entity appointed and serving as such agent.  The Calculation Agent may be a person or entity affiliated with the Corporation.

(f) “Certificate of Designation” means this Certificate of Designation relating to the Series A, as it may be amended from time to time.

(g) “Common Stock” means the common stock, par value $1.00 per share, of the Corporation.

(h) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (other than the Series A) that ranks junior to the Series A either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(i) “London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

(j) “Preferred Stock” means any and all series of Preferred Stock, having no par value, of the Corporation, including the Series A.

(k) “Reuters Screen LIBOR01 Page” means the display designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

(l) “Three-month LIBOR,” with respect to any Dividend Period, means the offered rate expressed as a percentage per annum for deposits in U.S. dollars for a three-month period commencing on the first day of such Dividend Period, as that rate appears on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, on the second London Banking Day immediately preceding the first day of such Dividend Period.

If Three-month LIBOR does not appear on Reuters Screen LIBOR01 Page, Three-month LIBOR shall be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period, beginning on the first day of such Dividend Period, and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent at approximately 11:00 A.M., London time, on the second London Banking Day immediately preceding the first day of such Dividend Period.  The Calculation Agent shall request the principal London office of each of these banks to provide a quotation of its rate.  If at least two quotations are provided, Three-month LIBOR for such Dividend Period shall be the arithmetic mean of such quotations (rounded upward if necessary to the nearest 0.00001 of 1%) of such quotations.

2

If fewer than two quotations are provided as described in the preceding paragraph, Three-month LIBOR for such Dividend Period shall be the arithmetic mean (rounded upward if necessary to the nearest 0.00001 of 1%) of the rates quoted by three major banks in New York City selected by the Calculation Agent at approximately 11:00 A.M., New York City time, on the first day of such Dividend Period for loans in U.S. dollars to leading European banks for a three-month period, beginning on the first day of such Dividend Period, and in a principal amount of not less than $1,000,000.

If fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described in the preceding paragraph, Three-month LIBOR for such Dividend Period shall be the Three-month LIBOR in effect for the prior Dividend Period or in the case of the first Dividend Period, the most recent Three-month LIBOR that could have been determined had the Preferred Stock been outstanding.

(m) “Voting Parity Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 6(b) below) or any other matter as to which the holders of Series A are entitled to vote as specified in Section 6 of this Certificate of Designation, any and all series of Preferred Stock (other than the Series A) that rank equally with the Series A as to the payment of dividends, whether bearing dividends on a non-cumulative or cumulative basis, and having voting rights equivalent to those described in Section 6(b).

Section 3.  Dividends.

(a)  Rate.  Holders of the Series A shall be entitled to receive, when, as and if declared by the Board of Directors (or a duly authorized committee of the Board of Directors) out of funds legally available therefor, non-cumulative cash dividends at the rate determined as set forth below in this Section 3 applied to the liquidation preference amount of $100,000 per share of Series A.  Such dividends shall be payable in arrears (as provided below in this Section 3(a)), but only when, as and if declared by the Board of Directors (or a duly authorized committee of the Board of Directors), (a) if the shares of Series A are issued prior to March 15, 2011, on March 15 and September 15 of each year until March 15, 2011, and (b) thereafter, on March 15, June 15, September 15 and December 15 of each year (each a “Dividend Payment Date”); provided that if any such Dividend Payment Date on or after March 15, 2011 would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on the Series A on such Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day.  If a Dividend Payment Date prior to March 15, 2011 is not a Business Day, the applicable dividend shall be paid on the first Business Day following that day without adjustment.  Dividends on the Series A shall not be cumulative; holders of Series A shall not be entitled to receive any dividends not declared by the Board of Directors (or a duly authorized committee of the Board of Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.

Dividends that are payable on the Series A on any Dividend Payment Date will be payable to holders of record of the Series A as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board of Directors (or a duly authorized committee of the Board of Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”).  Any such day that is a

3

Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the date of original issue of the Series A) and shall end on and include the calendar day preceding the next Dividend Payment Date.  Dividends payable on the Series A in respect of a Dividend Period shall be computed by the Calculation Agent (i) if shares of Series A are issued prior to March 15, 2011, on the basis of a 360-day year consisting of twelve-30 day months until the Dividend Payment Date in March 2011 and (ii) thereafter, by multiplying the per annum dividend rate in effect for that Dividend Period by a fraction, the numerator of which will be the actual number of days in that Dividend Period and the denominator of which will be 360, and multiplying the rate obtained by $100,000.  Dividends payable in respect of a Dividend Period shall be payable in arrears - i.e., on the first Dividend Payment Date after such Dividend Period.

The dividend rate on the Series A, for each Dividend Period, shall be (a) if the shares of Series A are issued prior to March 15, 2011, a rate per annum equal to 8.250% until the Dividend Payment date in March 15, 2011, and (b) thereafter, a rate per annum that will be reset quarterly and shall be equal to Three-month LIBOR for such Dividend Period plus 4.990%, applied to the $100,000 liquidation preference per share.

The Calculation Agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend Period, will be maintained on file at the Corporation’s principal offices and will be available to any shareholder upon request and will be final and binding in the absence of manifest error.

Holders of the Series A shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series A as specified in this Section 4 (subject to the other provisions of this Certificate of Designation).

(b)  Priority of Dividends.  So long as any share of Series A remains outstanding, no dividend shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), unless (i) full dividends for the then current Dividend Period on all outstanding shares of Series A have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) and (ii) the Corporation is not in default on its obligation to redeem any shares of Series A that have been called for redemption.  The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption of any shares of Common Stock or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently-completed Dividend Period on all outstanding shares of Series A have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside).  The foregoing provision shall not restrict the ability of the Corporation, or any other affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of business.

4

On any Dividend Payment Date for which full dividends are not paid, or declared and funds set aside therefor, upon the Preferred Stock and other equity securities designated as ranking on a parity with the Series A as to payment of dividends (“Dividend Parity Stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series A and the Dividend Parity Stock shall be shared (1) first ratably by the holders of any such shares who have the right to receive dividends with respect to Dividend Periods prior to the then- current Dividend Period for which such dividends were not declared and paid, in proportion to the respective amounts of the undeclared and unpaid dividends relating to prior Dividend Periods, and thereafter (2) by the holders of these shares on a pro rata basis.

Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors (or a duly authorized committee of the Board of Directors) may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and the Series A shall not be entitled to participate in any such dividends.

Any class or series of preferred stock issued at any time by the Corporation that is entitled to receive dividends when, as and if declared by the Board of Directors (or a duly authorized committee of the Board of Directors) shall have, for any period when any shares of Series A is outstanding, the same dividend payment dates as the Dividend Payment Dates of the Series A.

Section 4.  Liquidation Rights.

(a)  Voluntary or Involuntary Liquidation.  In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Series A shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to the Series A as to such distribution, in full an amount equal to $100,000 per share (the “Series A Liquidation Amount”), together with an amount equal to all dividends (if any) that have been declared but not paid prior to the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such payment date).  After payment of the full amount of such liquidation distribution, the holders of Series A shall not be entitled to any further participation in any distribution of assets of the Corporation.

(b)  Partial Payment.  If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of Series A and all holders of any stock of the Corporation ranking equally with the Series A as to such distribution, the amounts paid to the holders of Series A and to the holders of all such other stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series A and the holders of all such other stock.  In any such distribution, the “Liquidation Preference” of any holder of stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any holder

5

of stock other than the Series A and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not declared, as applicable).

(c)  Residual Distributions.  If the Liquidation Preference has been paid in full to all holders of Series A, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d)  Merger, Consolidation and Sale of Assets Not Liquidation.  For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5.  Redemption.

(a)  Optional Redemption.  The Series A may not be redeemed by the Corporation prior to the later of March 15, 2011 and the date of original issue of the Series A.  On or after that date, the Corporation, at its option, may redeem, in whole at any time or in part from time to time, the shares of Series A at the time outstanding, upon notice given as provided in Section 5(c) below, at a cash redemption price equal to $100,000 per share, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount in respect of any dividends that have not been declared prior to such date).  The redemption price for any shares of Series A shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent.  Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b)  No Sinking Fund.  The Series A will not be subject to any mandatory redemption, sinking fund or other similar provisions.  Holders of Series A will have no right to require redemption of any shares of Series A.

(c)  Notice of Redemption.  Notice of every redemption of shares of Series A shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation.  Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption.  Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A.  Notwithstanding the foregoing, if the Series A or any depositary shares representing interests in the Series A are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series A at such time and in any manner permitted by such facility.  Each such

6

notice given to a holder shall state: (1) the redemption date; (2) the number of shares of Series A 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; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d)  Partial Redemption.  In case of any redemption of only part of the shares of Series A at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors (or a duly authorized committee of the Board of Directors) may determine to be fair and equitable.  Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which shares of Series A shall be redeemed from time to time.  If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e)  Effectiveness of Redemption.  If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest.  Any funds unclaimed at the end of two years from the redemption date, to the extent permitted by law, shall be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

Section 6.  Voting Rights.

(a)  General.  The holders of Series A shall not have any voting rights except as set forth below or as otherwise from time to time required by applicable law.

(b)  Right To Elect Two Directors Upon Nonpayment Events.  If and whenever the dividends on the Series A and any other class or series of Voting Parity Stock have not been declared and paid in an aggregate amount (i) in the case of the Series A and any other class or series of Voting Parity Stock bearing non-cumulative dividends, equal to at least six quarterly dividends (whether or not consecutive) or (ii) in the case of any class or series of Voting Parity Stock bearing cumulative dividends, in an aggregate amount equal to full dividends for at least six quarterly dividend periods or their equivalent (whether or not consecutive) (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two and the holders of Series A, together with the holders of any outstanding shares of Voting Parity Stock, voting as a single class, shall be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation

7

may then be listed or traded) that listed or traded companies must have a majority of independent directors and provided further that the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting rights).

In the event that the holders of Series A and such other holders of Voting Parity Stock shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least 20% of the Series A and each other series of Voting Parity Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders of the Corporation, in which event such election shall be held only at such next annual or special meeting of shareholders), and at each subsequent annual meeting of shareholders of the Corporation.  Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series A or Voting Parity Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section 8 below, or as may otherwise be required by applicable law.  If the Secretary of the Corporation fails to call a special meeting for the election of the Preferred Stock Directors within 20 days of receiving proper notice, any holder of Series A may call such a meeting at the Corporation’s expense solely for the election of the Preferred Stock Directors, and for this purpose only such Series A holder shall have access to the Corporation’s stock ledger.

When dividends have been paid in full on the Series A and any and all series of non-cumulative Voting Parity Stock (other than the Series A) for Dividend Periods, whether or not consecutive, equivalent to at least one year after a Nonpayment Event and all dividends on any cumulative Voting Parity Stock have been paid in full, then the right of the holders of Series A to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event), and, if and when any rights of holders of Series A and Voting Parity Stock to elect the Preferred Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall automatically be reduced accordingly.

Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series A and Voting Parity Stock, when they have the voting rights described above (voting together as a single class).  The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders if such office shall not have previously terminated as below provided.  In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the Board of Directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding shares of Series A and such Voting Parity Stock for which dividends have not been paid, voting as a single class.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote.

(c)  Other Voting Rights.  So long as any shares of Series A are outstanding, in addition to any other vote or consent of shareholders required by law or by the Articles of Organization,

8

the vote or consent of the holders of at least a majority of the shares of Series A at the time outstanding and entitled to vote thereon, voting separately as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i)  Authorization of Senior Stock.  Any amendment, alteration or repeal of any provision of the Articles of Organization or Bylaws to authorize or create, or increase the authorized amount of, any shares of any class or series of capital stock of the Corporation ranking senior to the Series A with respect to either the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii)  Amendment of Series A.  Any amendment, alteration or repeal of any provision of the Articles of Organization or Bylaws so as to adversely affect the special rights, preferences, privileges or voting powers of the Series A; provided, however, that any amendment of the Articles of Organization to authorize or create or to increase the authorized amount of any Junior Stock or any class or series or any securities convertible into shares of any class or series of Dividend Parity Stock or other series of Preferred Stock ranking equally with the Series A with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series A; or

(iii)  Share Exchanges, Reclassifications, Mergers and Consolidations.  Any consummation of a binding share exchange or reclassification involving the Series A, or of a merger or consolidation of the Corporation with another corporation or other entity, or any merger or consolidation of the Corporation with or into any entity other than a corporation unless in each case (x) the shares of Series A remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting corporation, are converted into or exchanged for preference securities of the surviving or resulting corporation or a corporation controlling such corporation, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof as would not require a vote of the holders of the Preferred Stock pursuant to clauses (i) or (ii) above if such change were effected by an amendment of the Articles of Organization.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 6(c) would adversely affect the Series A and one or more but not all other series of Preferred Stock, then only the Series A and such series of Preferred Stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of Preferred Stock).

(d)  Changes for Clarification.  Without the consent of the holders of Series A, so long as such action does not adversely affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series A, the Corporation may amend, alter, supplement or repeal any terms of the Series A:

(i)  to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designation that may be defective or inconsistent; or

9

(ii)  to make any provision with respect to matters or questions arising with respect to the Series A that is not inconsistent with the provisions of this Certificate of Designation.

(e)  Changes after Provision for Redemption.  No vote or consent of the holders of Series A shall be required pursuant to Section 6(b) or (c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of Series A shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been set aside for such redemption, in each case pursuant to Section 5 above.

(f)  Procedures for Voting and Consents.  The rules and procedures for calling and conducting any meeting of the holders of Series A (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles of Organization, the Bylaws, applicable law and any national securities exchange or other trading facility on which the Series A is listed or traded at the time.  Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series A and any Voting Parity Stock has been cast or given on any matter on which the holders of shares of Series A are entitled to vote shall be determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.

For purposes of determining the voting rights of the holders of Series A under this Section 6, each holder will be entitled to one vote for each $100,000 of liquidation preference to which his or her shares are entitled.  Holders of shares of Series A will be entitled to one vote for each such share of Series A held by them.

Section 7.  Record Holders.  To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the Series A may deem and treat the record holder of any share of Series A as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 8.  Notices.  All notices or communications in respect of the Series A shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designation, in the Articles of Organization or Bylaws or by applicable law.

Section 9.  No Preemptive Rights.  No share of Series A shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 10.  Other Rights.  The shares of Series A shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Organization or as provided by applicable law.

[Reminder of Page Intentionally Left Blank]

10

EX-4.1

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

between

STATE STREET CORPORATION

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Dated as of January 25, 2008

Supplement to Junior Subordinated Indenture, dated as of December 15, 1996

TABLE OF CONTENTS
			Page
ARTICLE I
Definitions
SECTION 1.1.	Definitions	2
ARTICLE II
Amendment of Section 3.6 of Original Indenture
SECTION 2.1.	Amendment of Section 3.6	8
ARTICLE III
General Terms and Conditions of the Junior Subordinated Debentures
SECTION 3.1.	Designation, Principal Amount and Authorized Denomination	9
SECTION 3.2.	Maturity	9
SECTION 3.3.	Form and Payment	9
SECTION 3.4.	Junior Subordinated Debentures Held by Collateral Agent and Custodial Agent; Global Junior Subordinated Debentures; Adjustment of Global Junior Subordinated Debentures	9
SECTION 3.5.	Interest	11
SECTION 3.6.	Redemption of the Junior Subordinated Debentures	12
SECTION 3.7.	Events of Default	13
SECTION 3.8.	Securities Registrar; Paying Agent; Delegation of Trustee Duties	13
SECTION 3.9.	Amendment; Supplemental Indenture	14
ARTICLE IV
Remarketing and Rate Reset Procedures
SECTION 4.1.	Obligation to Conduct Remarketing and Related Requirements	14
SECTION 4.2.	Company Decisions in Connection with Remarketing	15
SECTION 4.3.	Reset of Interest Rate in Connection with Remarketings and Related Changes in Terms	16
SECTION 4.4.	Early Remarketing	18
SECTION 4.5.	Company Announcements	18
SECTION 4.6.	Supplemental Indenture	19

i

ARTICLE V
Expenses
SECTION 5.1.	Expenses	19
ARTICLE VI
Form of Junior Subordinated Debenture
SECTION 6.1.	Form of Junior Subordinated Debentures	20
ARTICLE VII
Original Issue of Junior Subordinated Debentures
SECTION 7.1.	Original Issue of Junior Subordinated Debentures	30
SECTION 7.2.	Calculation of Original Issue Discount	30
ARTICLE VIII
Subordination
SECTION 8.1.	Subordination	31
SECTION 8.2.	Company Election to End Subordination	32
SECTION 8.3.	Compliance with Federal Reserve Rules	32
SECTION 8.4.	Extension of Rights, Privileges, etc	32
ARTICLE IX
Miscellaneous
SECTION 9.1.	Effectiveness	32
SECTION 9.2.	Successors and Assigns	32
SECTION 9.3.	Further Assurances	32
SECTION 9.4.	Effect of Recitals	32
SECTION 9.5.	Ratification of Original Indenture	33
SECTION 9.6.	Governing Law	33

ii

This THIRD SUPPLEMENTAL INDENTURE, 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), having its principal office at 100 Wall Street, Suite 1600, New York, NY 10005.

RECITALS OF THE COMPANY

The Company and The Bank of New York (as successor in interest to J.P. Morgan Chase & Co. (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago))), which was removed from State Street Capital Trust III as trustee by an instrument of removal dated January 17, 2008, entered into a Junior Subordinated Indenture, dated as of December 15, 1996 (the “Original Indenture”), pursuant to which one or more series of unsecured junior subordinated debt securities of the Company (the “Securities”) may be issued from time to time.

Section 3.1 of the Original Indenture permits certain the terms of any Securities to be established in a supplemental indenture to the Original Indenture.

Section 9.1 of the Original Indenture provides that the Original Indenture may be amended or supplemented without the consent of any Holder to establish the form or terms of Securities of any series as provided by Sections 2.1 and 3.1 of the Original Indenture; provided that such change does not apply to any outstanding security.

The Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Section 1.2 of the Original Indenture to the effect that all conditions precedent provided for in the Original Indenture to their execution and delivery of this Supplemental Indenture have been complied with.

State Street Capital Trust III, a Delaware statutory trust (the “Trust”), has offered to the public its capital securities known as 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (the “Normal APEX”), which are beneficial interests in the Issuer Trust, and proposes to invest the proceeds from such offering, together with the proceeds of the issuance and sale by the Issuer Trust to the Company of its Common Securities (the “Trust Common Securities” and together with the Normal APEX, the Stripped APEX and the Capital APEX, each as defined in the Trust Agreement referred to herein, the “Trust Securities”), in the Junior Subordinated Debentures (as defined herein).

The Junior Subordinated Debentures will be subject to Remarketing, in connection with which certain terms of the Junior Subordinated Debentures may be changed, all in accordance with the procedures to be set forth in a Remarketing Agreement, to be entered into prior to the first Remarketing (as amended or supplemented from time to time, the “Remarketing Agreement”), among the Company, U.S. Bank National Association, as property trustee of the Issuer Trust, and the remarketing agent named in the Remarketing Agreement (including any successor or replacement, the “Remarketing Agent”).

The Company has requested that the Trustee execute and deliver this Supplemental Indenture and has satisfied (or caused to be satisfied) all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Junior Subordinated Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

All necessary actions to make this Supplemental Indenture a valid agreement of the Company and the Trustee and a valid supplement to the Original Indenture have been duly taken.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:  For and in consideration of the premises and the purchase of the Junior Subordinated Debentures by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Junior Subordinated Debentures, as follows:

ARTICLE I

Definitions

SECTION 1.1.  Definitions.  For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)  Terms defined in the Original Indenture, the Trust Agreement or the Stock Purchase Contract Agreement have the same meaning when used in this Supplemental Indenture unless otherwise specified herein.

(b)  The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

(c)  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article, Section or other subdivision refers to an Article, Section or other subdivision of this Supplemental Indenture.

“APEX” means each of the Normal APEX, the Stripped APEX and the Capital APEX.

“Capital Treatment Event” means the reasonable determination by the Company that, as a result of:

(1) the occurrence of any amendment to, or change, including any announced prospective change, in the laws or regulations of the United States or any political subdivision thereof or therein or any rules, guidelines or policies of the Federal Reserve, or

2

(2) any official or administrative pronouncement or action or judicial decision interpreting or applying United States laws or regulations, that is effective or is announced on or after the date of issuance of the Normal APEX,

there is more than an insubstantial risk that the Company will not be entitled to treat an amount equal to the liquidation amount of the Normal APEX at any time prior to the Stock Purchase Date as Tier 1 capital under the risk-based capital adequacy guidelines of the Federal Reserve.

“Creditor” has the meaning specified in Section 5.1(b).

“Early Remarketing” has the meaning specified in Section 4.4.

“Early Settlement Event” means the occurrence of: (i) the Company’s “total risk-based capital ratio” is less than 10%, (ii) the Company’s “Tier 1 risk-based capital ratio” is less than 6%, (iii) the Company’s “leverage capital ratio” is less than 4%; (iv) the Federal Reserve, in its discretion, anticipates that the Company may fail one or more of the capital tests referred to above in the near term and delivers a notice to the Company so stating; or (v) the Issuer Trust is dissolved pursuant to Section 9.2(d) of the Trust Agreement, where the related Early Settlement Event in the case of the tests described in each of (i), (ii) and (iii) above will be deemed to occur on the date the Company files a Form FR Y-9 showing in Schedule HC-R (or successor form) that the related capital measure has been failed and each such ratio will be determined as required pursuant to Appendix A to Regulation Y of the Federal Reserve Board, 12 C.F.R. Part 225.

“Early Termination Event” means the dissolution of the Issuer Trust and the distribution of the Junior Subordinated Debentures held by or on behalf of the Issuer Trust to the holders of the Trust Securities in accordance with Section 9.4 of the Trust Agreement.

“Failed Remarketing” means a Final Remarketing that is not Successful.

“Final Remarketing” means (i) a Remarketing for a settlement date on February 13, 2012 (or if such day is not a Business Day, the immediately preceding Business Day), (ii) in the case of an Early Remarketing, the fifth scheduled Remarketing or (iii) in the case of an Early Remarketing in connection with clause (v) of the definition of Early Settlement Event, the first Remarketing.

“Fixed Rate Reset Cap”, as of any Remarketing Settlement Date, means the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. Treasury security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the Junior Subordinated Debentures may be redeemed at the option of the Company in the event of a Successful Remarketing, plus 500 basis points, or 5.00% per annum.

“Floating Rate Reset Cap” means 440 basis points, or 4.40% per annum.

“Global Junior Subordinated Debentures” has the meaning specified in Section 3.4.

3

“Guarantee” means the guarantee by the Company of distributions on the Trust Securities to the extent provided in the Guarantee Agreement.

“Guarantee Agreement” means the Guarantee Agreement between the Company, as Guarantor and U.S. Bank National Association, as Guarantee Trustee named thereunder, dated as of January 25, 2008.

“Interest Payment Date” shall have the meaning specified in Section 6.1.

“Interest Period” means the period from and including the most recent Interest Payment Date to which interest has been paid or duly made available for payment (or January 25, 2008 if no interest has been paid or been duly made available for payment) to, but excluding, the next succeeding Interest Payment Date or, if earlier, then the Stated Maturity Date of the Junior Subordinated Debentures.

“Investment Company Event” means the Company’s receipt of an Opinion of Counsel to the effect that, as a result of the occurrence of a change in law or regulation or a written change, including any announced prospective change, in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Issuer Trust is or will be considered an investment company that is required to be registered under the Investment Company Act at any time prior to the Stock Purchase Date, and this change becomes effective or would become effective on or after the date hereof (or, if the Company elects to remarket the Junior Subordinated Debentures in the form of capital securities, that the issuer of such capital securities is or will be considered an investment company that is required to be registered under the Investment Company Act and this change becomes effective or would become effective on or after the Remarketing Settlement Date).

“Junior Subordinate Debentures” has the meaning specified in Section 3.1.

“Make-Whole Amount” means the sum of the present values of the principal amount of the Junior Subordinated Debentures and each interest payment thereon that would have been payable to and including the Relevant Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted from the Relevant Date or the applicable interest payment date to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 1.00%.

“Paying Agent”, when used with respect to the Junior Subordinated Debentures, means U.S. Bank National Association or any other Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

“Paying Agent Office” means the office of the applicable Paying Agent at which at any particular time its corporate agency business shall principally be administered in a Place of Payment, which office at the date hereof in the case of U.S. Bank National Association, in its capacity as Paying Agent with respect to the Junior Subordinated Debentures under the Original Indenture and this Supplemental Indenture, is located at 100 Wall Street, Suite 1600, New York, New York, 10005, Attention: Corporate Trust Services.

4

“Preferred Stock” means the Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share, of the Company.

“qualified floating rate” has the meaning specified in Section 4.3(a)(iii).

“Rating Agency” means any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that currently publishes a rating for the Company.

“Rating Agency Event” means any Rating Agency amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the APEX, which amendment, clarification or change results in:

(1) the shortening of the length of time prior to the Stock Purchase Date that the APEX are assigned a particular level of equity credit by that Rating Agency as compared to the length of time they would have been assigned that level of equity credit by that Rating Agency or its predecessor on the date hereof; or

(2) the lowering of the equity credit (including up to a lesser amount) assigned to the APEX prior to the Stock Purchase Date by that Rating Agency as compared to the equity credit assigned by that Rating Agency or its predecessor on the date hereof.

“Released Junior Subordinated Debenture” has the meaning specified in Section 3.4(d).

“Relevant Date” means March 15, 2011 in the case of any redemption prior to such date, March 15, 2012 in the case of any redemption on or after March 15, 2011 and prior to March 15, 2012 if the Stock Purchase Date shall not have occurred on or prior to March 15, 2011, and otherwise March 15, 2013.

“Remarketed Junior Subordinated Debentures” has the meaning specified in Section 3.4(c).

“Remarketing” means a remarketing of Junior Subordinated Debentures pursuant to Article IV and the Remarketing Agreement.

“Remarketing Disruption Event” means there shall have occurred an event that, if not disclosed in the offering document for the Remarketing, could cause such offering document to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and either (i) in the Company’s judgment, such event is not required by law to be disclosed at such time and its disclosure might have a material adverse effect on the Company’s business, or (ii) the disclosure of such event relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Company’s ability to consummate such transaction.

5

“Remarketing Period” means the five Business Day Period beginning on the seventh Business Day prior to February 13, 2011, May 16, 2011, August 16, 2011, November 15, 2011 and February 13, 2012 (or, if any such day is not a Business Day, the preceding Business Day) until the settlement of a Successful Remarketing or, if an Early Settlement Event shall have occurred, each of the periods determined in accordance with Section 4.4.

“Remarketing Settlement Date” means the February 13, May 16, August 16 or November 15 following a Successful Remarketing (or, if any such day is not a Business Day, the preceding Business Day).

“Remarketing Value” means with respect to each Junior Subordinated Debenture, the present value on the Remarketing Settlement Date of an amount equal to the principal amount of such Junior Subordinated Debentures, plus the interest payable on such Junior Subordinated Debenture on the next Regular Distribution Date, including any deferred interest, assuming for this purpose, even if not true, that the interest rate on the Junior Subordinated Debentures remains at the rate in effect immediately prior to the Remarketing and all accrued and unpaid interest on the Junior Subordinated Debentures is paid in cash on such date.

“Reset Rate” means, if the Junior Subordinated Debentures are remarked as fixed rate notes, the rate of interest on the Junior Subordinated Debentures, if any, set in a Remarketing, as specified in Section 4.3(a).

“Reset Spread” means, if the Junior Subordinated Debentures are remarked as floating rate notes, the spread, if any, set in a Remarketing, as specified in Section 4.3(a).

“Responsible Officer” means, when used with respect to U.S. Bank National Association in its capacity as Paying Agent with respect to the Junior Subordinated Debentures, any officer within the Corporate Trust Services (or any successor department, unit or division of U.S. Bank National Association) assigned to the Paying Agent Office of U.S. Bank National Association, in its capacity as Paying Agent, who has direct responsibility for the administration of the Paying Agent functions of the Original Indenture and this Supplemental Indenture.

“Securities Registrar Office” means the office of the applicable Securities Registrar at which at any particular time its corporate agency business shall principally be administered, which office at the date hereof in the case of U.S. Bank National Association, in its capacity as Securities Registrar under the Original Indenture, is located at 100 Wall Street, Suite 1600, New York, New York, 10005, Attention: Corporate Trust Services.

“Stated Maturity Date” means March 15, 2042 or such earlier date as may be specified by the Company following a Remarketing in accordance with Article IV.

“Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of January 25, 2008, between the Company and the Issuer Trust (acting through the Property Trustee).

“Subjected Junior Subordinated Debenture” has the meaning specified in Section 3.4(e).

6

“Successful” has the meaning specified in Section 4.5(a).

“Supplemental Indenture” means this instrument as originally executed or as it may form time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Tax Event” means the Company has received an Opinion of Counsel to the effect that, as a result of:

(1) an amendment to or change (including any announced prospective change) in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after the date hereof;

(2) a proposed change in those laws or regulations that is announced after the date hereof;

(3) an official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the date hereof; or

(4) a threatened challenge asserted in connection with an audit of the Trust, the Company or the Company’s subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Debentures or the APEX;

there is more than an insubstantial increase in risk that:

(i) the Issuer Trust (or, if the Company elects to remarket the Junior Subordinated Debentures in the form of capital securities, the trust issuing such securities) is, or will be, subject to United States federal or state income tax with respect to income received or accrued on the Junior Subordinated Debentures;

(ii) interest payable by the Company on the Junior Subordinated Debentures is not, or will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes; or

(iii) the Issuer Trust (or, if the Company elects to remarket the Junior Subordinated Debentures in the form of capital securities, the trust issuing such securities) is, or will be, subject to more than an insignificant amount of other taxes, duties or other governmental charges at any time it is the holder of the Junior Subordinated Debentures.

“Treasury Dealer” means Goldman, Sachs & Co. (or its successor) or, if Goldman, Sachs & Co. (or its successor) refuses to act as Treasury dealer for this purpose or ceases to be a primary U.S. Government securities dealer, another nationally recognized

7

investment banking firm that is a primary U.S. Government securities dealer specified by the Company for these purposes.

“Treasury Price” means the bid-side price for the Treasury Security as of the third trading day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Wall Street Journal, except that: (i) if that release (or any successor release) is not published or does not contain that price information on that trading day; or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that trading day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next trading day settlement basis) as determined by the Treasury Dealer through such alternative means as the Treasury Dealer considers to be appropriate under the circumstances.

“Treasury Rate” means the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second trading day immediately preceding the Redemption Date).

“Treasury Security” means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Junior Subordinated Debentures being redeemed in a tender offer based on a spread to United States Treasury yields.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of January 25, 2008, among the Company, as Sponsor, the Property Trustee, the Delaware Trustee, the Administrative Trustees (each as named therein) and the several Holders of the Trust Securities.

“Unsuccessful” has the meaning specified in Section 4.5(b).

“Underwriting Agreement” means the Underwriting Agreement, dated January 17, 2008, among the Issuer Trust, the Company, and the underwriters named therein.

ARTICLE II

Amendment of Section 3.6 of Original Indenture

SECTION 2.1.  Amendment of Section 3.6.  The last sentence of the first paragraph of Section 3.6 of the Original Indenture is hereby amended to read as follows:

“Except as may be set forth in any indenture supplemental hereto with respect to any series of Securities, the Trustee is hereby appointed “Securities Registrar” for the purposes of registering Securities and transfers of Securities as herein provided.”

8

ARTICLE III

General Terms and Conditions of the Junior Subordinated Debentures

SECTION 3.1.  Designation, Principal Amount and Authorized Denomination.  There is hereby authorized a series of Securities designated the Remarketable 6.001% Junior Subordinated Debentures due 2042 (the “Junior Subordinated Debentures”), limited in aggregate principal amount to $500,100,000, which amount to be issued shall be as set forth in any Company Order for the authentication and delivery of Junior Subordinated Debentures pursuant to the Original Indenture.  The denominations in which Junior Subordinated Debentures shall be issuable is $1,000 principal amount and integral multiples thereof.

SECTION 3.2.  Maturity.The Stated Maturity of the Junior Subordinated Debentures will be March 15, 2042, subject to change as provided in Article IV.

SECTION 3.3.  Form and Payment.  Except as provided in Section 3.4, the Junior Subordinated Debentures shall be issued in fully registered definitive form without interest coupons.  Principal of and interest on the Junior Subordinated Debentures issued in definitive form will be payable, the transfer of such Junior Subordinated Debentures will be registrable and such Junior Subordinated Debentures will be exchangeable for Junior Subordinated Debentures bearing identical terms and provisions and notices and demands to or upon the Company in respect of the Junior Subordinated Debentures and the Original Indenture, as supplemented by this Supplemental Indenture, may be served at the Corporate Trust Office of the Trustee, and the Company appoints the Trustee as its agent for the foregoing purposes; provided that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Securities Register or by wire transfer in immediately available funds to the bank account number of the Holder specified in writing by the Holder and entered in the Securities Register by the Securities Registrar.  Notwithstanding the foregoing, so long as the Holder of any Junior Subordinated Debenture is the Collateral Agent or the Custodial Agent, the payment of the principal of and interest (including expenses and taxes of the Issuer Trust set forth in Section 5.1, if any) on such Junior Subordinated Debentures held by the Collateral Agent or the Custodial Agent will be made at the Paying Agent Office or such place and to such account as may be designated in writing by the Collateral Agent or the Custodial Agent, as the case may be.  The Junior Subordinated Debentures may be presented for registration of transfer or exchange at the Securities Registrar Office.

SECTION 3.4.  Junior Subordinated Debentures Held by Collateral Agent and Custodial Agent; Global Junior Subordinated Debentures; Adjustment of Global Junior Subordinated Debentures.  (a)  The Junior Subordinated Debentures shall be issued initially in fully registered form in the name of the Securities Intermediary and the Custodial Agent, in their respective capacities as such.  For so long as such Junior Subordinated Debentures are held by the Collateral Agent and the Custodial Agent, each such Junior Subordinated Debenture shall represent the principal amount so indicated in the Securities Register, provided that the aggregate principal amount of all such Junior Subordinated Debentures shall at all times equal the principal amount issued in accordance with Section 3.1.

(b)  At any time on or after the first to occur of the Remarketing Settlement Date, an Early Termination Event or the redemption of the Capital APEX by the Issuer Trust in exchange for Junior Subordinated Debentures, the Junior Subordinated Debentures in definitive form may be presented to the Securities Registrar for exchange for one or more global Junior Subordinated Debentures in an aggregate principal amount equal to the aggregate principal

9

amount of the Junior Subordinated Debentures so presented (a “Global Junior Subordinated Debenture”), to be registered in the name of the Depositary, or its nominee, and delivered to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees; provided, however, that any Junior Subordinated Debentures subject to a Remarketing in the form of New Capital Securities shall, upon a Remarketing Settlement Event, be transferred to the Property Trustee.  The Company upon any such presentation shall execute one or more Global Junior Subordinate Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Original Indenture.  The Trustee, upon receipt of such Global Junior Subordinated Debentures, together with an Officers’ Certificate and an order to the Trustee requesting authentication, will authenticate such Global Junior Subordinate Debentures and deliver them to the Securities Registrar, as custodian for the Depositary.  Payments on the Junior Subordinated Debentures issued as Global Junior Subordinate Debentures will be made to the Depositary.

(c)  In the event that (i) any Pledged Junior Subordinate Debentures for which no election has been validly made pursuant to Section 8.02(a) of the Collateral Agreement are to be released from the Pledge and transferred to the Remarketing Agent (or, if the Company elects to remarket the Junior Subordinated Debentures in the form of New Capital Securities pursuant to Section 4.2, the property trustee of the New Trust) pursuant to Section 8.02(b) of the Collateral Agreement or (ii) any Pledged Junior Subordinate Debentures for which an election has been validly made pursuant to Section 8.03(a) of the Collateral Agreement are to be delivered to the Remarketing Agent (or, if the Company elects to remarket the Junior Subordinated Debentures in the form of New Capital Securities pursuant to Section 4.2, the property trustee of the New Trust) pursuant to Section 8.03(b) of the Collateral Agreement (collectively, the “Remarketed Junior Subordinated Debentures”), such transfers shall be evidenced by an endorsement by the Securities Registrar on the Junior Subordinated Debentures held by the Collateral Agent and the Custodial Agent, respectively, reflecting a reduction in the principal amount of such Junior Subordinated Debentures equal in amount to the principal amount of the Remarketed Junior Subordinated Debentures.  The Securities Registrar shall confirm any such reduced principal amount by faxing or otherwise delivering a photocopy of such endorsement made on the Junior Subordinated Debentures evidencing such reduced or increased principal amount to the Trustee at the facsimile number or address of the Property Trustee provided for notices to the Property Trustee in the Collateral Agreement (or at such other facsimile number or address as the Trustee shall provide to the Securities Registrar).  Upon receipt of such confirmation, the Trustee shall instruct the Securities Registrar to increase the principal amount of a Global Junior Subordinated Debenture in an amount equal to the aggregate principal amount of the Remarketed Junior Subordinate Debentures by an endorsement made by the Securities Registrar on such Global Junior Subordinated Debenture to reflect such increase.

(d)  In the event that any Pledged Junior Subordinated Debenture is to be released from the Pledge and transferred to the Custodial Account pursuant to Section 6.02(a) of the Collateral Agreement (a “Released Junior Subordinated Debenture”), as a result of the exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX as provided in Section 6.02(a) of the Collateral Agreement, such transfer shall be evidenced by an endorsement by the Collateral Agent or the Securities Registrar on the Junior Subordinated Debenture held by the Collateral Agent reflecting a reduction in the principal amount of such Junior Subordinated Debenture equal in amount to the principal amount of the Released Junior

10

Subordinated Debenture.  The Collateral Agent shall confirm any such reduced principal amount by faxing or otherwise delivering a photocopy of such endorsement made on the Junior Subordinated Debenture evidencing such reduced principal amount to the Trustee at the facsimile number or address of the Trustee provided for notices to the Property Trustee in the Collateral Agreement (or at such other facsimile number or address as the Property Trustee shall provide to the Collateral Agent).  Upon receipt of such confirmation, the Trustee shall instruct the Custodial Agent or Securities Registrar to increase the principal amount of the Junior Subordinated Debenture held by the Custodial Agent in an amount equal to the reduced principal amount by an endorsement made by the Custodial Agent or Securities Registrar on such Junior Subordinated Debenture to reflect such increase.

(e)  In the event that a Junior Subordinated Debenture is transferred to the Collateral Account pursuant to Section 6.03(b)(i) of the Collateral Agreement (a “Subjected Junior Subordinated Debenture”) in connection with the exchange of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities as provided in Section 6.03 of the Collateral Agreement, such transfer shall be evidenced by an endorsement by the Collateral Agent or the Securities Registrar on the Junior Subordinated Debenture held by the Collateral Agent reflecting an increase in the principal amount of such Junior Subordinated Debenture equal in amount to the principal amount of such Subjected Junior Subordinated Debenture.  The Collateral Agent shall confirm any such increased principal amount by faxing or otherwise delivering a photocopy of such endorsement made on the Junior Subordinated Debenture evidencing such increased principal amount to the Trustee at the facsimile number or address of the Trustee provided for notices to the Trustee in the Collateral Agreement (or at such other facsimile number or address as the Trustee shall provide to the Collateral Agent).  Upon receipt of such confirmation, the Trustee shall instruct the Custodial Agent or the Securities Registrar to decrease the principal amount of the Junior Subordinated Debenture held by the Custodial Agent in an amount equal to the increased principal amount by an endorsement made by the Custodial Agent or Securities Registrar on such Junior Subordinated Debenture to reflect such decrease.

SECTION 3.5.  Interest.  (a)  Each Junior Subordinated Debenture will bear interest as provided in the form of Junior Subordinated Debentures set forth in Section 6.1.

(b)  The Company shall have the right to (and shall, if so directed by the Federal Reserve) defer the payment of interest on the Junior Subordinated Debentures, as provided in Section 3.12 of the Original Indenture, for one or more Extension Periods extending to not later than 10 consecutive Interest Payment Dates (or the equivalent if interest periods are not at the time semi-annual) after the commencement of such Extension Period.  The Trustee shall give notice of the Company’s election to begin or extend any Extension Period to the Holders of the Outstanding Junior Subordinate Debentures in the form of a notice thereof as shall have been prepared by the Company and furnished to the Trustee.  The restrictions on the Company’s rights to declare or pay dividends or distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to any shares of its capital stock, to make payments on Parity Securities and on any of its debt securities that rank junior to the Junior Subordinated Debentures or guarantees that rank junior to the Guarantee set forth in Section 3.12 or 10.7 of the Original Indenture shall be subject to the exceptions set forth in Section 6.1.

11

(c)  If on the Stock Purchase Date the Company has not paid in cash all interest accrued on the Junior Subordinated Debentures and there is a Failed Remarketing, the Company will pay the Issuer Trust such deferred interest on the Stock Purchase Date in subordinated notes that have a principal amount equal to the aggregate amount of deferred interest as of the Stock Purchase Date, mature on the later of March 15, 2013 and five years after commencement of the related Extension Period, bear interest at a rate per annum equal to the rate of interest originally in effect on the Junior Subordinated Debentures (subject to deferral on the same basis as the Junior Subordinated Debentures), are subordinate and rank junior in right of payment and upon liquidation to the Company’s obligations to the holders of Senior Indebtedness of the Company on the same basis as the Junior Subordinated Debentures and are redeemable by the Company at any time or from time to time prior to their stated maturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such subordinated notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption from registration thereunder.

SECTION 3.6.  Redemption of the Junior Subordinated Debentures.  (a)  The Junior Subordinated Debentures shall not be subject to the right of redemption specified in Section 11.7 of the Original Indenture.

(b)  The Company may from time to time redeem the Junior Subordinated Debentures, in whole or in part, at any date on or after the later of March 15, 2013 and the date that is two years after either (i) the Remarketing Settlement Date or (ii) the next succeeding March 15, June 15, September 15 or December 15 following a Failed Remarketing, as the case may be, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including deferred interest (if any), to the date of redemption, in accordance with Article XI of the Original Indenture; provided that the Company may not redeem the Junior Subordinated Debentures in part if the principal amount has been accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all outstanding Junior Subordinated Debentures for all Interest Periods terminating on or before the Redemption Date.  In connection with a Remarketing, the Company may change the date after which it may redeem Junior Subordinated Debentures to a later date or change the redemption price in accordance with Article IV.

(c)  Prior to the Stock Purchase Date, the Company may redeem all, but not less than all, of the Junior Subordinated Debentures upon the occurrence of a Capital Treatment Event, Investment Company Event, Rating Agency Event or Tax Event.  On or after the Stock Purchase Date and prior to the later of March 15, 2013 and the date that is two years after either (i) the Remarketing Settlement Date or (ii) the next succeeding March 15, June 15, September 15 or December 15 following a Failed Remarketing, as the case may be, the Company may also redeem all, but not less than all of the Junior Subordinated Debentures upon the occurrence of an Investment Company Event or Tax Event.  The redemption price for the Junior Subordinated Debentures redeemed pursuant to this Section 3.6(c) will be 100% of the principal amount of Junior Subordinated Debentures to be redeemed, plus accrued and unpaid interest through the date of redemption, in the case of any redemption in connection with a Capital Treatment Event or Investment Company Event, and the greater of 100% of the principal amount Junior Subordinated Debentures to be redeemed and the applicable Make-Whole Amount, plus accrued

12

and unpaid interest through the date of redemption, in the case of any redemption in connection with a Rating Agency Event or Tax Event.

(d)  The Junior Subordinated Debentures are not entitled to any sinking fund payments.

SECTION 3.7.  Events of Default.  (a)  Clauses (1) through (3) of Section 5.1 of the Original Indenture shall not apply to the Junior Subordinated Debentures.  The following events are hereby designated as Events of Default with respect to the Junior Subordinated Debentures pursuant to clause (6) of Section 5.1 of the Original Indenture:

(i)  a default in the payment of interest, including Additional Interest, in full on any Junior Subordinated Debentures for a period of 30 days after deferral for 10 consecutive semi-annual Interest Periods (or the equivalent thereof);

(ii)  termination of the Issuer Trust at any time it is holding the Junior Subordinated Debentures, unless the Capital Securities are redeemed and the Junior Subordinated Debentures are distributed to holders of Capital APEX and, if such termination occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the holders of the Normal APEX; and

(iii)  receivership of a major subsidiary depository institution of the Company within the meaning of the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies.

(b)  For the avoidance of doubt, and without prejudice to any other remedies that may be available to the Trustee, the Holders of the Junior Subordinated Debentures or the holders of the Preferred Securities under the Original Indenture, no breach by the Company of any other covenant or obligation under the Original Indenture or the terms of the Junior Subordinated Debentures shall be an Event of Default with respect to the Junior Subordinated Debentures.

(c)  So long as any Junior Subordinated Debentures are held by or on behalf of the Issuer Trust, the Trustee shall provide to the holders of the Normal APEX, Trust Common Securities and Capital APEX such notices as it shall from time to time provide under Section 6.2 of the Original Indenture.  In addition, the Trustee shall provide to the holders of the Normal APEX, Trust Common Securities and Capital APEX notice of any Event of Default or event that, with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Junior Subordinated Debentures within 30 days after the actual knowledge of a Responsible Officer of the Trustee of such Event of Default or other event.

SECTION 3.8.  Securities Registrar; Paying Agent; Delegation of Trustee Duties.  (a)  The Company appoints U.S. Bank National Association, as Securities Registrar and Paying Agent with respect to the Junior Subordinated Debentures for so long as it shall act as Collateral Agent and Custodial Agent and is the Holder of the Junior Subordinated Debentures in any of such capacities.

13

(b)  Notwithstanding any provision contained herein, to the extent permitted by applicable law, the Trustee may delegate its duty to provide such notices and to perform such other duties as may be required to be provided or performed by the Trustee under the Original Indenture and this Supplemental Indenture, and, to the extent such obligation has been so delegated, the Trustee shall not be responsible for monitoring the compliance of, nor be liable for the default or misconduct of, any such designee.

SECTION 3.9.  Amendment; Supplemental Indenture.  Solely for the benefit of the holders of the Junior Subordinated Debentures, Section 9.1 of the Original Indenture is hereby amended to add the following subsection (10):

(10)to add to or change any terms of the Original Indenture or the Junior Subordinated Debentures to conform the terms of this Original Indenture or the Junior Subordinated Debentures to the description of the Junior Subordinated Debentures in the Prospectus (as defined in the Trust Agreement).

ARTICLE IV

Remarketing and Rate Reset Procedures

SECTION 4.1.  Obligation to Conduct Remarketing and Related Requirements.  (a)  The Company and the Property Trustee (on behalf of the Issuer Trust) shall appoint the Remarketing Agent and enter into a Remarketing Agreement prior to the first Remarketing to effect the Remarketing of the Junior Subordinated Debentures upon the terms, conditions and other provisions provided therein and in the Trust Agreement and the Collateral Agreement.

(b)  The Remarketing Agreement shall provide that the Company and the Remarketing Agent agree to use commercially reasonable efforts to effect the Remarketing of the Junior Subordinated Debentures (including, at the Company’s election, the Remarketing of the Junior Subordinated Debentures in the form of capital securities) as described in this Article IV, and in connection therewith, the Remarketing Agent will use its commercially reasonable efforts to obtain a price for all the Remarketed Junior Subordinate Debentures that results in proceeds, net of any remarketing fee, of at least 100% of their aggregate Remarketing Value.  If in the judgment of counsel to the Company or the Remarketing Agent it is necessary for a registration statement covering the Junior Subordinated Debentures to have been filed and have become effective under the Securities Act in order to effect the Remarketing, then the Company shall (i) use commercially reasonable efforts to ensure that a registration statement covering the full principal amount of Junior Subordinated Debentures to be remarketed shall have become effective in a form that will enable the Remarketing Agent to rely on it in connection with the Remarketing or (ii) effect such Remarketing pursuant to Rule 144A (if available) under the Securities Act or another available exemption from the registration requirements under the Securities Act.

(c)  On any day other than the last day of a Remarketing Period, the Company shall have the right, in its absolute discretion and without prior notice to the Holders, to postpone the Remarketing until the following Business Day.

14

(d)  If a Remarketing Disruption Event has occurred and is continuing as of the last day of a Remarketing Period for a proposed Remarketing Settlement Date in February 2011, May 2011, August 2011 or November 2011 and no Early Settlement Event has occurred, the Company may elect not to attempt a Remarketing on that day.  The consequence of that election will be that the Remarketing for the related Remarketing Period will not be Successful and the Company will be obligated to use its commercially reasonable efforts to effect the Remarketing Period in the next succeeding February, May, August or November, as applicable.

SECTION 4.2.  Company Decisions in Connection with Remarketing.  In connection with Remarketings, the Company shall have the right hereunder, subject to Section 4.3(a), without the consent of any Holder of the Junior Subordinated Debentures, to change certain terms of the Junior Subordinated Debentures as provided below in this Section 4.2.  By not later than the 21^st day prior to the first day of each Remarketing Period, the Company will specify the following information or decisions in a notice to the Remarketing Agent, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee (clauses (a) through (f) applying only if the Remarketing is Successful and clause (g) applying only in the case of a Failed Remarketing):

(a)  whether the Stated Maturity Date will remain at March 15, 2042 or will be changed to an earlier date (specifying such date if applicable); provided  that the Stated Maturity Date may not be changed to a date earlier than the earlier of (i) the later of March 15, 2013 and the date that is two years after the Remarketing Settlement Date and (ii) if the Remarketing Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such Extension Period;

(b)  whether to change the date after which the Junior Subordinated Debentures will be redeemable at the Company’s option and the redemption price or prices; provided  that no redemption date for the Junior Subordinated Debentures may be earlier than the earlier of (i) the later of March 15, 2013 and the date that is two years after the Remarketing Settlement Date and (ii) if the Remarketing Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such Extension Period; provided, further, that no redemption price may be less than the principal plus accrued and unpaid interest (including Additional Interest) on the Junior Subordinated Debentures;

(c)  whether the Company is exercising its right under Section 8.2 to cause the subordination provisions in the Original Indenture to cease to apply to the Junior Subordinated Debentures, if the Remarketing is Successful, from and after the Remarketing Settlement Date and if so, whether it also elects that the Junior Subordinated Debentures shall no longer be subject to the interest deferral provisions of Section 3.12 of the Original Indenture;

(d)  whether the Junior Subordinated Debentures will be remarketed in the form of New Capital Securities;

(e)  whether the Junior Subordinated Debentures will be remarketed as fixed rate notes or floating rate notes;

15

(f)  if the Junior Subordinated Debentures will be remarketed as floating rate notes, the applicable index (which must be a qualified floating rate) and the interest payment dates and manner of calculation of interest on the Junior Subordinated Debentures, which the Company may change to correspond with the market conventions applicable to notes bearing interest at rates based on the applicable index; and

(g)  whether following a Failed Remarketing:

(i)  the Stated Maturity Date will remain at March 15, 2042 or will be changed to an earlier date, which date shall not be earlier than the later of March 15, 2013 and the date that is two years after the final scheduled Remarketing Settlement Date (specifying such date if applicable); and

(ii)  the date after which the Junior Subordinated Debentures will be redeemable at the Company’s option will be changed (which date shall not be earlier than the later of March 15, 2013 and the date that is two years after the final scheduled Remarketing Settlement Date) and the redemption price or prices;

provided that if the Failed Remarketing occurs during an Extension Period any changed Stated Maturity Date of the Junior Subordinated Debentures determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be earlier than the seventh anniversary of the first day of such Extension Period.

Any such elections made by the Company pursuant to clauses (a) through (f) shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Junior Subordinated Debentures as of the Remarketing Settlement Date and any such elections made by the Company pursuant to clause (g) in connection with a Failed Remarketing shall come into effect in respect of the Junior Subordinated Debentures upon the announcement by the Company that the Final Remarketing is a Failed Remarketing.

SECTION 4.3.  Reset of Interest Rate in Connection with Remarketings and Related Changes in Terms.  (a)  As part of and in connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate or Reset Spread on the Junior Subordinated Debentures, subject to Section 4.3(b) through (e), pursuant to the Remarketing Agreement and in accordance with the other provisions of this Article IV, that will apply to all Junior Subordinated Debentures (whether or not sold in the Remarketing) if such Remarketing is Successful for each Interest Period or portion thereof commencing on or after such Remarketing Settlement Date, subject to the following provisions and limitations:

(i)  in connection with a Remarketing that is not a Final Remarketing, (A) if the Junior Subordinated Debentures are remarketed as fixed rate notes, the Reset Rate may not exceed the Fixed Rate Reset Cap and (B) if the Junior Subordinated Debentures are remarketed as floating rate notes, the Reset Spread may not exceed the Floating Rate Reset Cap and for the avoidance of doubt, that, in connection with a Final Remarketing, the Reset Rate Cap and the Floating Rate Reset Cap shall not be applicable;

(ii)  the interest rate on the Junior Subordinated Debentures may not at any time be less than 0% per annum; and

16

(iii)  if (A) the interest rate on the Junior Subordinated Debentures is not a fixed rate or a “qualified floating rate”(as defined in U.S. Treasury regulations section 1.1275-5(b)), (B) interest on the Junior Subordinated Debentures is not unconditionally payable at intervals of no more than one year through the remaining term of the Junior Subordinated Debentures, or (C) the redemption price of the Junior Subordinated Debentures is not their principal amount (disregarding a customary call premium that is fixed or objectively determinable based on a qualified floating rate), then the Company shall have received a written opinion of Ropes & Gray LLP or other nationally recognized tax counsel experienced in such matters to the effect that the discussion contained in the Prospectus under the heading “Certain U.S. Federal Income Tax Consequences” is materially correct, taking into account all of the terms of the Junior Subordinated Debentures following the Remarketing.

(b)  If the Remarketing has been determined to be Successful in accordance with Section 4.5(a), by approximately 4:30 P.M., New York City time, on the date of such Successful Remarketing, the Remarketing Agent shall notify the Company, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee that the Remarketing was Successful and the Reset Rate or Reset Spread determined as part of such Remarketing in accordance with this Article IV.

(c)  If a Remarketing is Successful, then commencing with the related Remarketing Settlement Date the interest rate on the Junior Subordinated Debentures shall be reset to the rate, determined in accordance with this Article IV pursuant to such Remarketing and the other changes, if any, in the terms of the Junior Subordinated Debentures as notified by the Company pursuant to Section 4.2, shall become effective in accordance with this Article IV.

(d)  If a Remarketing other than the Final Remarketing is not Successful:

(i)  no Junior Subordinated Debentures will be sold in such Remarketing;

(ii)  the interest rate will remain unchanged unless and until it is reset pursuant to a subsequent Remarketing in accordance with this Article IV;

(iii)  the other changes, if any, in the terms of the Junior Subordinated Debentures, as notified by the Company pursuant to Section 4.2, shall not become effective; and

(iv)  the Company and the Remarketing Agent shall attempt another Remarketing during the next Remarketing Period.

(e)  Upon the occurrence of a Failed Remarketing:

(i)  no Junior Subordinated Debentures will be sold in such Remarketing and no further attempts at Remarketing shall be made;

(ii)  the interest rate will remain unchanged and the Junior Subordinated Debentures will continue to bear interest at the interest rate otherwise in effect, payable on the dates set forth in the Junior Subordinated Debentures, subject to Section 3.5(b);

17

(iii)  the other changes, if any, in the terms of the Junior Subordinated Debentures as notified by the Company pursuant to clauses (a) through (f) of the second sentence of Section 4.2, shall not become effective;

(iv)  the Stated Maturity Date and early redemption date for the Junior Subordinated Debentures will change in accordance with clause (g) of the second sentence of Section 4.2, as applicable;

(v)  in the case of Junior Subordinated Debentures corresponding to Normal APEX and Trust Common Securities, such Junior Subordinated Debentures will be applied in satisfaction of the Issuer Trust’s obligations under Stock Purchase Contracts in accordance with the Collateral Agreement; and

(vi)  in the case of Junior Subordinated Debentures corresponding to Capital APEX, such Junior Subordinated Debentures will be returned to the Custodial Agent in accordance with the Collateral Agreement.

SECTION 4.4.  Early Remarketing.  If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods shall be the five Business Day periods commencing on the seventh Business Day prior to the next Remarketing Settlement Date that is at least 30 days after the occurrence of such Early Settlement Event, and concluding with the earlier to occur of the fifth such date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause (v) of the definition of such term, there shall be only one Remarketing Period and the Reset Rate or Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as the case may be, and if the Remarketing conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 15, June 15, September 15 or December 15 (or if such day is not a Business Day, the next Business Day).

SECTION 4.5.  Company Announcements.  (a)  If by 4:00 P.M., New York City time, on any Business Day during a Remarketing Period the Remarketing Agent has found buyers for all of the Junior Subordinated Debentures offered in the Remarketing in accordance with this Article IV, a “Successful” Remarketing shall be deemed to have occurred.  In the event of a Successful Remarketing, the Company shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rate or Reset Spread and shall post such information on its website on the World Wide Web.

(b)  If, by 4:00 P.M., New York City time, on the last day of any Remarketing Period the Remarketing Agent is unable to find buyers for all of the Junior Subordinated Debentures offered in such Remarketing, including any Remarketing that would qualify as a Final Remarketing, in accordance with this Article IV, an “Unsuccessful” Remarketing shall be deemed to have occurred.  In the event of an Unsuccessful Remarketing, the Company shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing was an Unsuccessful Remarketing, and publish such information on its website on the World Wide Web.

18

(c)  If on any Business Day during a Remarketing Period other than the last day thereof the Company has determined to postpone the Remarketing until the next Business Day, the Company shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing has been postponed and shall post such information on its website on the World Wide Web.

SECTION 4.6.  Supplemental Indenture.  Notwithstanding any provision of the Original Indenture to the contrary, the Company and the Trustee may enter into a supplemental indenture without the consent of any Holder of the Junior Subordinated Debentures to reflect any modifications to the terms of the Junior Subordinated Debentures pursuant to the terms of this Article IV and to provide for the exchange of the Junior Subordinated Debentures for Junior Subordinated Debentures in the form reflecting such modifications and adopted pursuant to such supplemental indenture.

ARTICLE V

Expenses

SECTION 5.1.  Expenses.  In connection with the offering, sale and issuance of the Junior Subordinated Debentures to the Issuer Trust on behalf of the Issuer Trust and in connection with the sale of the Trust Securities by the Issuer Trust, the Company, in its capacity as borrower with respect to the Junior Subordinated Debentures, shall:

(a)  pay all costs and expenses relating to the offering, sale and issuance of the Junior Subordinated Debentures, including commissions to the underwriters payable pursuant to the Underwriting Agreement and compensation of the Trustee under this Supplemental Indenture in accordance with the provisions of this Supplemental Indenture; and

(b)  be responsible for and shall pay all debts and obligations (except for any amounts owed to Holders of the APEX in their respective capacities as Holders) and all costs and expenses of the Issuer Trust (including, but not limited to, costs and expenses relating to the organization, maintenance and dissolution of the Issuer Trust), the offering, sale and issuance of the Trust Securities (including commissions to the underwriters in connection therewith), the fees and expenses (including reasonable counsel fees and expenses) of the Property Trustee, the Delaware Trustee, the Administrative Trustees, the Securities Registrar, and the Paying Agent, the costs and expenses relating to the operation of the Issuer Trust, including, without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of Issuer Trust assets and the enforcement by the Property Trustee of the rights of the Holders of the Junior Subordinated Debentures.

The Company’s obligations under this Section 5.1 shall be for the benefit of, and shall be enforceable by, any person to whom such debts, obligations and costs are owed (a

19

“Creditor”) whether or not such Creditor has received notice hereof.  Any such Creditor may enforce the Company’s obligations under this Section 5.1 directly against the Company and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other Person before proceeding against the Company.  The Company agrees to execute such additional agreements as may be necessary or desirable in order to give full effect to the provisions of this Section 5.1.

ARTICLE VI

Form of Junior Subordinated Debenture

SECTION 6.1.  Form of Junior Subordinated Debentures.  The Junior Subordinated Debentures are to be substantially in the following form and shall bear any legend required by Section 2.2 of the Original Indenture:

No.	Principal Amount:
Issue Date: January 25, 2008

STATE STREET CORPORATION

REMARKETABLE 6.001% JUNIOR SUBORDINATED JUNIOR SUBORDINATED DEBENTURE DUE 2042

STATE STREET CORPORATION, a corporation organized and existing under the laws of Massachusetts (hereinafter called the “Company”, which term includes any successor corporation under the Original Indenture hereinafter referred to), for value received, hereby promises to pay to                   , or registered assigns, the principal sum of                    Dollars or such other principal sum reflected in the Schedule of Increases and Decreases on March 15, 2042 or such earlier date as may be specified by the Company following a Remarketing (such date is hereinafter referred to as the “Stated Maturity Date”).  The Company further promises to pay interest on said principal sum from January 25, 2008, or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for (subject to deferral as set forth herein), semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2008, and on the Stock Purchase Date in the event of a Failed Remarketing if not otherwise an Interest Payment Date, at the rate of 6.001% per annum (or after the Remarketing Settlement Date at such rate per annum as may be established in the Remarketing), until the principal hereof shall have become due and payable, plus Additional Interest, if any, until the principal hereof is paid or duly provided for or made available for payment.  The amount of interest payable for any period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.  In the event that any date on which interest is payable on this Junior Subordinated Debenture is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.  A “Business Day” shall mean any day other than a Saturday, Sunday, or any other day on which banking institutions and trust companies in New York, New York,

20

Boston, Massachusetts or Wilmington, Delaware, are permitted or required by any applicable law to close.  The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Indenture, be paid to the Person in whose name this Junior Subordinated Debenture (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be the date that is the last day of the month immediately preceding the month in which such Interest Payment Date falls (whether or not a Business Day).  Any such interest installment not so punctually paid or duly provided for shall 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 Junior Subordinated Debenture (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 Junior Subordinated Debentures 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 Junior Subordinated Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Original Indenture.

If the principal amount hereof or any portion of such principal amount is not paid when due (whether upon acceleration, upon the date set for payment of the Redemption Price or upon the Stated Maturity Date) or if interest due hereon (or any portion of such interest), is not paid when due, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the rate then borne by this Junior Subordinated Debenture for the applicable Interest Period, compounded at the end of such Interest Period, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for.  All such interest shall be payable as set forth in the Original Indenture.

The Company shall have the right at any time during the term of this Junior Subordinated Debenture to defer payment of interest on this Junior Subordinated Debenture, at any time or from time to time, for up to 10 consecutive semi-annual Interest Periods (or the equivalent thereof, if the Interest Periods are not then semi-annual) with respect to each deferral period (each, an “Extension Period”), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law); provided that no Extension Period shall extend beyond the Stated Maturity of the principal of this Junior Subordinated Debenture; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company’s capital stock, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks or make any payments under any guarantee that ranks, upon liquidation, pari passu in all respects with the Junior Subordinated Debenture (including this Junior Subordinated Debenture, “Parity Securities”) or any debt security of the Company that ranks junior to the Junior Subordinated Debenture or (iii) make any payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms ranks equal or junior in interest to Guarantee related to the APEX (other than (a) any repurchase, redemption or other acquisition

21

of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the Extension Period, (3) a dividend reinvestment or stockholder purchase plan, or (4) the issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Extension Period; (b) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock; (c) any purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (d) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (e) payments under any Guarantee Agreement; (f) payments of interest on Parity Securities (including the Junior Subordinated Debentures) in additional Parity Securities (including any Additional Subordinated Debentures) and any repurchase of Parity Securities (including the Junior Subordinated Debentures) in exchange for preferred stock (including the Preferred Stock), in each case in connection with a Failed Remarketing or similar event; (g) any payment of current or deferred interest on Parity Securities that is made pro rata to the amounts due on such Parity Securities (including the Junior Subordinated Debentures) and any payments of principal of or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or (h) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock).  Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, provided that no Extension Period shall exceed 10 consecutive semi-annual Interest Periods or extend beyond the Stated Maturity of the principal of this Junior Subordinated Debenture.  Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements.  Subject to the last sentence of this paragraph, no interest shall be due and payable during an Extension Period except at the end thereof.  The Company shall give the Trustee and the Paying Agent notice of its election to begin or extend any Extension Period at least 10 Business Days prior to the date on which interest on the Junior Subordinated Debentures would be payable but for the election to begin or extend such Extension Period.  The Trustee or its designee shall give notice of the Company’s election to begin or extend any Extension Period to the Holders of the Junior Subordinated Debentures, to the Administrative Trustees and to the holders of the Capital APEX, and if such election is made prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, to the holders of the Normal APEX.  If an Extension Period is in effect on the Stock Purchase Date and there is a Failed Remarketing, then the Company will pay the Holder the deferred interest on the Stock Purchase Date in subordinated debentures (“Additional Subordinated Debentures”) that (i) have a principal amount equal to the aggregate amount of deferred interest as of the Stock Purchase Date, (ii) mature on the later of March 15, 2013 and five years after the commencement of such Extension Period, (iii) bear interest at a rate per annum equal to the rate of interest

22

originally in effect on the Junior Subordinated Debentures, (iv) are subordinate and rank junior in right of payment and upon liquidation to all of the Company’s Senior Indebtedness on the same basis as the Junior Subordinated Debentures and (v) are redeemable by the Company at any time prior to their stated maturity and the restrictions set forth in the first sentence of this paragraph shall remain in effect until the Company has paid in full all amounts outstanding under such notes.

Payment of the principal of (and premium, if any) and interest on this Junior Subordinated Debenture will be made at the office or agency of the Company maintained for that purpose in the United States, 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 at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register in writing not less than 10 days before the date of the interest payment.

The indebtedness evidenced by this Junior Subordinated Debenture is, to the extent provided in the Original Indenture, subordinate and junior in right of payment and upon liquidation to the prior payment in full of all Senior Indebtedness, and this Junior Subordinated Debenture is issued subject to the provisions of the Original Indenture with respect thereto; provided that the Company may elect at any time effective on or after the Remarketing Settlement Date, that the indebtedness evidenced by this Junior Subordinated Debenture shall cease to be subordinate and junior in right of payments to the prior payment in full of all Senior Indebtedness.  Each Holder of this Junior Subordinated Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.  Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Original Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Junior Subordinated Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Junior Subordinated Debenture shall not be entitled to any benefit under the Original Indenture or be valid or obligatory for any purpose.

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

STATE STREET CORPORATION

23

		By:
			Chairman, Vice Chairman,
			President or Vice President
Attest:
	Secretary or Assistant Secretary

24

CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within mentioned Original Indenture.

Dated:

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Officer

25

(FORM OF REVERSE OF JUNIOR SUBORDINATED DEBENTURE)

This Junior Subordinated Debenture is one of a duly authorized issue of securities of the Company (herein called the “Junior Subordinated Debentures”), issued and to be issued in one or more series under Junior Subordinated Indenture, dated as of December 15, 1996 (herein called the “Original Indenture”), between the Company and The Bank of New York (as successor in interest to J.P. Morgan Chase & Co. (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago))) (the “Original Trustee”), as amended and supplemented by the Supplemental Indenture, dated as of January 25, 2008 (the “Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), among the Company, U.S. Bank National Association (as successor to The Bank of New York), as original trustee and as Trustee (the “Trustee”), to which Original Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Junior Subordinated Debentures, and of the terms upon which the Junior Subordinated Debentures are, and are to be, authenticated and delivered.  By terms of the Original Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest, rank and in other respects provided in the Original Indenture.

All terms used in this Junior Subordinated Debenture that are defined in the Original Indenture or in the Amended and Restated Trust Agreement, dated as of January 25, 2008 (the “Trust Agreement”), for State Street Capital Trust III among State Street Corporation, as Sponsor, the Trustees named therein and the several Holders of the Trust Securities, shall have the meanings assigned to them in the Original Indenture or the Trust Agreement, as the case may be.

The Company may at any time, at its option, on or after the later of March 15, 2013 and the date that is two years after either (i) the Remarketing Settlement Date or (ii) the next succeeding March 15, June 15, September 15 or December 15 following a Failed Remarketing, as the case may be, and subject to the terms and conditions of Article XI of the Original Indenture and Section 3.6 of the Supplemental Indenture, redeem this Junior Subordinated Debenture in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount hereof plus accrued and unpaid interest including Additional Interest, if any to the Redemption Date.

Prior to the Stock Purchase Date, the Company may redeem all, but not less than all, of the Junior Subordinated Debentures upon the occurrence of a Capital Treatment Event, Investment Company Event, Rating Agency Event or Tax Event.  On or after the Stock Purchase Date and prior to the later of March 15, 2013 and the date that is two years after either (i) the Remarketing Settlement Date or (ii) the next succeeding March 15, June 15, September 15 or December 15 following a Failed Remarketing, as the case may be, the Company may also redeem all, but not less than all of the Junior Subordinated Debentures upon the occurrence of an Investment Company Event or Tax Event.  The redemption price for the Junior Subordinated Debentures redeemed pursuant to this paragraph will be 100% of the principal amount of Junior Subordinated Debentures to be redeemed, plus accrued and unpaid interest through the date of redemption, in the case of any redemption in connection with a Capital Treatment Event or Investment Company Event, and the greater of 100% of the principal amount Junior

26

Subordinated Debentures to be redeemed and the applicable Make-Whole Amount, plus accrued and unpaid interest through the date of redemption, in the case of any redemption in connection with a Rating Agency Event or Tax Event.

No sinking fund is provided for the Junior Subordinated Debentures.

This Junior Subordinated Debenture shall be remarketed as provided in the Original Indenture.  In connection therewith, the Company may change the Stated Maturity Date, the date after which this Junior Subordinated Debenture may be redeemed in whole or in part prior to the Stated Maturity Date at the option of the Company, the rate of interest payable on this Junior Subordinated Debenture, the Interest Payment Dates, the manner of calculating interest on this Junior Subordinated Debenture and certain other provisions of the Junior Subordinated Debentures, all as set forth in the Original Indenture and without the consent of any Holder of this Junior Subordinated Debenture.

The Original Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Junior Subordinated Debenture upon compliance by the Company with certain conditions set forth in the Original Indenture.

The Original Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Junior Subordinated Debentures, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Junior Subordinated Debentures to be affected by such supplemental indenture.  The Original Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Junior Subordinated Debentures at the time Outstanding, on behalf of the Holders of all Junior Subordinated Debentures, to waive compliance by the Company with certain provisions of the Original Indenture and certain past defaults under the Original Indenture and their consequences.  Any such consent or waiver by the Holder of this Junior Subordinated Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Junior Subordinated Debenture and of any Junior Subordinated Debenture 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 Junior Subordinated Debenture.

As provided in and subject to the provisions of the Original Indenture, if an Event of Default with respect to the Junior Subordinated Debentures at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Junior Subordinated Debentures may declare the entire principal amount and all accrued but unpaid interest of all the Junior Subordinated Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of Junior Subordinated Debentures issued to and held by State Street Capital Trust III, or any trustee thereof or agent therefor, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Junior Subordinate Debentures fails to declare the entire principal and all accrued but unpaid interest of all the Junior Subordinated Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Capital APEX and, if such

27

declaration occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the holders of the Normal APEX then outstanding, acting together as a single class, shall have such right by a notice in writing to the Company and the Trustee.  Upon any such declaration, such amount of the principal of and the accrued but unpaid interest on all the Junior Subordinated Debentures shall become immediately due and payable, provided that the payment of principal and interest on the Junior Subordinated Debentures shall remain subordinated to the extent provided in Article XIII of the Original Indenture except to the extent otherwise determined in connection with an Early Remarketing.  Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest (including Additional Interest), if any, on this Junior Subordinated Debenture shall terminate.

No reference herein to the Original Indenture and no provision of this Junior Subordinated Debenture or of the Original Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Junior Subordinated Debenture at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Original Indenture and subject to certain limitations therein set forth, the transfer of this Junior Subordinated Debenture is registrable in the Securities Register, upon surrender of this Junior Subordinated Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Original Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Junior Subordinated Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  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 Junior Subordinated Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Junior Subordinated Debenture is registered as the owner hereof for all purposes, whether or not this Junior Subordinated Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Junior Subordinated Debentures are issuable only in registered form without coupons in minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof.  As provided in the Original Indenture and subject to certain limitations therein set forth, Junior Subordinated Debentures are exchangeable for a like aggregate principal amount of Junior Subordinated Debentures of a different authorized denomination, as requested by the Holder surrendering the same.

The Company and, by its acceptance of this Junior Subordinated Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Junior Subordinated Debenture agree to treat for United States Federal income tax purposes (i)

28

the Junior Subordinated Debentures as indebtedness of the company, and (ii) the stated interest on the Junior Subordinated Debentures as ordinary interest income that is includible in the Holder’s or beneficial owner’s gross income at the time the interest is paid or accrued in accordance with the Holder’s or beneficial owner’s regular method of tax accounting, and otherwise to treat the Junior Subordinated Debentures as described in the Prospectus.

The Original Indenture and this Junior Subordinated Debenture shall be governed by and construed in accordance with the laws of the State of New York.

This is one of the Securities referred to in the within mentioned Original Indenture.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Junior Subordinated Debenture to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

agent to transfer this Junior Subordinated Debenture on the books of the Securities Registrar.  The agent may substitute another to act for him or her.

Dated:	Signature:
	Signature Guarantee:

(Sign exactly as your name appears on the other side of this Junior Subordinated Debenture)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other

29

“signature guarantee program “as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF INCREASES AND DECREASES

The following increases or decreases in the principal sum of

this Junior Subordinated Debenture have been made:

Amount of increase in
the principal sum of this
Junior Subordinated
Debenture Amount of decrease in
the principal sum of this
Junior Subordinated
Debenture The principal sum of this
Junior
Subordinated following
such decrease or increase Signature of authorized
signatory of Securities
Registrar

ARTICLE VII

Original Issue of Junior Subordinated Debentures

SECTION 7.1.  Original Issue of Junior Subordinated Debentures.  Junior Subordinated Debentures in the aggregate principal amount of $500,100,000 may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee or an Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon authenticate and deliver said Junior Subordinated Debentures in accordance with a Company Order.

SECTION 7.2.  Calculation of Original Issue Discount.  If during any calendar year any original issue discount shall have accrued on the Junior Subordinated Debentures, the Company shall file with each Paying Agent (including the Trustee if it is a Paying Agent) promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

30

ARTICLE VIII

Subordination

SECTION 8.1.  Subordination.  The subordination provisions of Article XIII of the Original Indenture shall apply; provided that for the purpose of the Junior Subordinated Debentures (but not for the purposes of any other Securities unless specifically set forth in the terms of such Securities), the term “Senior Indebtedness” shall mean the principal of and premium and interest, if any, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post-petition interest is allowed in such proceeding, on Debt, whether incurred on or prior to the date of the Original Indenture; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Junior Subordinated Debentures or the Guarantee, or to other Debt that is equal or subordinated to the Junior Subordinated Debentures or the Guarantee, other than: (A) any Debt of the Company which when incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code, as amended, was without recourse to the Company; (B) any Debt which by its terms is subordinated to trade accounts payable or accrued liabilities arising in the ordinary course of business to the extent that payments made to the holders of such Debt by the holders of the Junior Subordinated Debentures and the Guarantee, as a result of the subordination provisions of the Original Indenture would be greater than such payments otherwise would have been as a result of any obligation of such holders of such Debt to pay amounts over to the obligees on such trade accounts payable or accrued liabilities arising in the ordinary course of business as a result of subordination provisions to which such Debt is subject; and (C) any Debt or guarantee that is by its terms subordinated to, or ranks equally with, the Junior Subordinated Debentures and the Guarantee and the issuance of which, in the case of this clause (C) only, (x) has received the concurrence or approval of the staff of the Federal Reserve Bank of Boston or the staff of the Federal Reserve or (y) does not at the time of issuance prevent the Preferred Securities or the Junior Subordinated Debentures from qualifying for Tier 1 Capital treatment (irrespective of any limits on the amount of the Company’s Tier 1 Capital) under the applicable capital adequacy guidelines, regulations, policies or published interpretations of the Federal Reserve.

For the purposes of this definition, “Debt” shall mean, with respect to the Company, whether recourse is to all or a portion of the assets of the Company and whether or not contingent: (1) the principal, premium, if any, and interest in respect of (a) indebtedness for money borrowed and (b) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company, including obligations incurred in connection with the acquisition of property, assets or businesses; (2) all of the Company’s capital lease obligations; (3) all of the Company’s obligations issued or assumed as the deferred purchase price of property or services other than trade accounts payable and other accrued liabilities arising in the ordinary course of business; (4) all of the Company’s reimbursement obligations, contingent or otherwise, in respect of any letters of credit, bankers’ acceptances or similar facilities for the account of the Company; (5) all of the Company’s obligations in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, hedging arrangements and other similar agreements; (6) all obligations of the type referred to in clauses (1) through (5) above of other

31

persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (7) all obligations of the type referred to in clauses (1) through (6) above of other persons secured by any lien on any of the Company’s property or assets, whether or not such obligation is assumed by the Company.

SECTION 8.2.  Company Election to End Subordination.  The Company may elect, at any time effective on or after the Remarketing Settlement Date in connection with an Early Remarketing of the Junior Subordinated Debentures, that its obligations under the Junior Subordinated Debentures shall cease to be subordinated obligations, in which case the provisions of Article XIII of the Original Indenture and, if the Company so elects, Section 3.12 of the Original Indenture, shall thereafter no longer apply to the Junior Subordinated Debentures.  The Company shall give the Trustee and each Paying Agent notice of any such election not later than the effective time, and shall promptly issue a press release through Bloomberg Business News or other reasonable means of distribution.

SECTION 8.3.  Compliance with Federal Reserve Rules.  The Company shall not incur any additional indebtedness for borrowed money that ranks pari passu with or junior to the Junior Subordinated Debentures (if then subject to Article XIII of the Original Indenture), except in compliance with applicable regulations and guidelines of the Federal Reserve.

SECTION 8.4.  Extension of Rights, Privileges, etc.  Anything contained herein or in the Original Indenture to the contrary notwithstanding, the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

ARTICLE IX

Miscellaneous

SECTION 9.1.  Effectiveness.  This Supplemental Indenture will become effective upon its execution and delivery.

SECTION 9.2.  Successors and Assigns.  All covenants and agreements in the Original Indenture, as supplemented and amended by this Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 9.3.  Further Assurances.  The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Original Indenture, as supplemented and amended by this Supplemental Indenture.

SECTION 9.4.  Effect of Recitals.  The recitals contained herein and in the Junior Subordinated Debentures, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.  Neither the Original Trustee nor the Trustee makes any representations as to the validity or sufficiency of this Supplemental Indenture or of the Junior

32

Subordinated Debentures.  Neither the Original Trustee, the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Junior Subordinated Debentures or the proceeds thereof.

SECTION 9.5.  Ratification of Original Indenture.  The Original Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.

SECTION 9.6.  Governing Law.  This Supplemental Indenture and the Junior Subordinated Debentures shall be governed by and construed in accordance with the laws of the State of New York.

*  *  *  *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

33

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

STATE STREET CORPORATION
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
	Name:
	Title:

34

EX-4.2

Exhibit 4.2

AMENDED AND RESTATED TRUST AGREEMENT

of

STATE STREET CAPITAL TRUST III

among

STATE STREET CORPORATION

as Depositor

U.S. BANK NATIONAL ASSOCIATION,

as Property Trustee,

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Delaware Trustee

the Administrative Trustees (as named herein)

and the several Holders of the Trust Securities

Dated as of January 25, 2008

Certain Sections of this Trust Agreement relating to Section 310 through 318, inclusive, of the Trust Indenture Act of 1939:

Trust Indenture Act Section	Trust Agreement Section
§ 310(a)(1)	8.7
(a)(2)	8.7
(a)(3)	8.9
(a)(4)	2.7(a)(ii)
(b)	8.8
(c)	Not applicable
§ 311(a)	8.13
(b)	8.13
§ 312(a)	5.7
(b)	5.7
(c)	5.7
§ 313(a)	8.14(a), 8.14(b)
(b)	8.14(b)
(c)	12.8
(d)	8.14(c)
§ 314(a)	8.15
(b)	Not applicable
(c)(1)	8.16
(c)(2)	8.16
(c)(3)	Not applicable
(d)	Not applicable
(e)	1.1, 8.16
§ 315(a)	8.1(a), 8.3(a)
(b)	8.2, 12.8
(c)	8.1(d)
(d)	8.1(d), 8.3
(e)	Not applicable
§ 316(a)	Not applicable
(a)(1)(A)	Not applicable
(a)(1)(B)	5.16(e)
(a)(2)	Not applicable
(b)	5.16
(c)	6.7
§ 317(a)(1)	Not applicable
(a)(2)	Not applicable
(b)	5.9
§ 318(a)	12.11
(b)	12.11

Note:This reconciliation and tie shall not, for any purpose, be deemed to be part of the Trust Agreement.

TABLE OF CONTENTS

ARTICLE I

Defined Terms

SECTION 1.1. Definitions 2

ARTICLE II

Continuation of the Issuer Trust; Issuance of Capital Securities; And Related Matters

SECTION 2.1.	Name	21
SECTION 2.2.	Office of the Delaware Trustee; Principal Place of Business	21
SECTION 2.3.	Initial Contribution of Trust Property; Organizational Expenses	21
SECTION 2.4.	Issuance of the Capital Securities	21
SECTION 2.5.	Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures	22
SECTION 2.6.	Declaration of Trust	22
SECTION 2.7.	Authorization to Enter into Certain Transactions	23
SECTION 2.8.	Assets of Issuer Trust	28
SECTION 2.9.	Title to Trust Property	28

ARTICLE III

Payment Account

SECTION 3.1. Payment Account 28

ARTICLE IV

Distributions; Redemption, Etc.

SECTION 4.1.	Distributions	28
SECTION 4.2.	Redemption	31
SECTION 4.3.	Subordination of Common Securities	34
SECTION 4.4.	Payment Procedures	36
SECTION 4.5.	Tax Returns and Reports	36
SECTION 4.6.	Payment of Expenses of the Issuer Trust	36
SECTION 4.7.	Payments under Indenture or Pursuant to Direct Actions	36
SECTION 4.8.	Combination of Stripped APEX and Normal APEX after Stock Purchase Date	37

i

ARTICLE V

Trust Securities Certificates

SECTION 5.1.	Initial Ownership	38
SECTION 5.2.	The Trust Securities Certificates	38
SECTION 5.3.	Execution and Delivery of Trust Securities Certificates	38
SECTION 5.4.	Registration of Transfer and Exchange of Capital Securities Certificates	38
SECTION 5.5.	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	40
SECTION 5.6.	Persons Deemed Securityholders	40
SECTION 5.7.	Access to List of Securityholders’ Names and Addresses	40
SECTION 5.8.	Maintenance of Office or Agency	40
SECTION 5.9.	Appointment of Paying Agent	41
SECTION 5.10.	Ownership of Common Securities by Depositor	42
SECTION 5.11.	Book-Entry Capital Securities Certificates; Common Securities Certificate	42
SECTION 5.12.	Notices to Clearing Agency	44
SECTION 5.13.	Exchanges	44
SECTION 5.14.	Remarketing Elections	46
SECTION 5.15.	Definitive Capital Securities Certificates	49
SECTION 5.16.	Rights of Securityholders; Waivers of Past Defaults	50
SECTION 5.17.	CUSIP Numbers	53
SECTION 5.18.	Remarketing Procedures	53

ARTICLE VI

Acts of Holders; Meetings; Voting

SECTION 6.1.	Limitations on Voting Rights	54
SECTION 6.2.	Notice of Meetings	56
SECTION 6.3.	Meetings of Securityholders of the Capital Securities	56
SECTION 6.4.	Voting Rights	57
SECTION 6.5.	Proxies, Etc	57
SECTION 6.6.	Holder Action by Written Consent	57
SECTION 6.7.	Record Date for Voting and Other Purposes	58
SECTION 6.8.	Acts of Holders	58
SECTION 6.9.	Inspection of Records	59
SECTION 6.10.	All Votes Must Be Made by a United States Person	59

ARTICLE VII

Representations and Warranties

SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee 59

ii

SECTION 7.2. Representations and Warranties of Depositor 61

ARTICLE VIII

The Issuer Trustees

SECTION 8.1.	Certain Duties and Responsibilities	61
SECTION 8.2.	Certain Notices	63
SECTION 8.3.	Certain Rights of Property Trustee	64
SECTION 8.4.	Not Responsible for Recitals or Issuance of Securities	66
SECTION 8.5.	May Hold Securities	66
SECTION 8.6.	Compensation; Indemnity; Fees	66
SECTION 8.7.	Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrative Trustees	67
SECTION 8.8.	Conflicting Interests	68
SECTION 8.9.	Co-Trustees and Separate Trustee	68
SECTION 8.10.	Resignation and Removal; Appointment of Successor	69
SECTION 8.11.	Acceptance of Appointment by Successor	71
SECTION 8.12.	Merger, Conversion, Consolidation or Succession to Business	72
SECTION 8.13.	Preferential Collection of Claims Against Depositor or Issuer Trust	72
SECTION 8.14.	Reports by Property Trustee	73
SECTION 8.15.	Reports to the Property Trustee	73
SECTION 8.16.	Evidence of Compliance with Conditions Precedent	74
SECTION 8.17.	Number of Issuer Trustees	74
SECTION 8.18.	Delegation of Power	74

ARTICLE IX

Dissolution, Liquidation and Merger

SECTION 9.1.	Perpetual Existence	75
SECTION 9.2.	Early Termination	75
SECTION 9.3.	Dissolution	75
SECTION 9.4.	Liquidation	75
SECTION 9.5.	Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust	77

ARTICLE X

Qualifying Treasury Securities

SECTION 10.1. Qualifying Treasury Securities 78

iii

ARTICLE XI

Other APEX Related Provisions

SECTION 11.1. Agreed Tax Treatment 79

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1.	Limitation of Rights of Holders	80
SECTION 12.2.	Amendment	80
SECTION 12.3.	Separability Clause	82
SECTION 12.4.	Governing Law	82
SECTION 12.5.	Payments Due on Non-Business Day	83
SECTION 12.6.	Successors and Assigns	83
SECTION 12.7.	Effect of Headings and Table of Contents	83
SECTION 12.8.	Reports, Notices and Demands	83
SECTION 12.9.	Agreement Not to Petition	84
SECTION 12.10.	Trust Indenture Act; Conflict with Trust Indenture Act	84
SECTION 12.11.	Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture	84

EXHIBITS:

Exhibit A – Form of Capital APEX Certificate

Exhibit B – Form of Common Securities Certificate

Exhibit C – Form of Normal APEX Certificate

Exhibit D – Form of Stripped APEX Certificate

iv

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.

RECITALS OF THE DEPOSITOR

WHEREAS, the Issuer Trust was established as a statutory trust pursuant to Delaware Statutory Trust Act and pursuant to the Declaration of Trust, dated as of March 25, 1998 (the “Original Trust Agreement”), by the trustees named therein and by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on March 25, 1998, as amended on January 23, 2008; and

WHEREAS, pursuant to an instrument of appointment and removal, dated January 17, 2008, (i) the Depositor removed each trustee of the Issuer Trust and appointed the Issuer Trustees as trustees of the Issuer Trust; and

WHEREAS, the Depositor and the Issuer Trustees desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the issuance of the Common Securities by the Issuer Trust to the Depositor, (ii) the issuance of Normal APEX by the Issuer Trust and their issuance and sale pursuant to the Underwriting Agreement, (iii) the issuance of Stripped APEX and Capital APEX in Exchange for Normal APEX as provided in Section 5.13, (iv) the acquisition by the Issuer Trust from the Depositor of all of the right, title and interest in and to the Junior Subordinated Debentures, (v) the entering into by the Issuer Trust with the Depositor of the Stock Purchase Contract Agreement and, pursuant to the Stock Purchase Contracts evidenced by that Agreement, the purchase by the Issuer Trust of shares of Preferred Stock on the Stock Purchase Date, and (vi) the appointment of the Property Trustee and Administrative Trustees.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Securityholders, hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:

ARTICLE I

Defined Terms

SECTION 1.1.  Definitions.  For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)  the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)  all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)  unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Trust Agreement; and

(d)  the words “hereby”, “hereof” and “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or other subdivision.

“Act” has the meaning specified in Section 6.8.

“Actual/360 Basis” means, for purposes of calculating the rate of Distributions, such rate calculated on the basis of a 360-day year and the number of days actually elapsed.

“Additional Amount” means, with respect to Normal APEX and Capital APEX of a given Liquidation Amount and/or a given period, the amount of Additional Interest paid by the Depositor on a Like Amount of Junior Subordinated Debentures for such period.

“Additional Distribution Date” means each March 15, June 15, September 15 and December 15 commencing on the later of the first such date on which Stripped APEX are Outstanding and June 15, 2008.

“Additional Interest” has the meaning specified in the Original Indenture.

“Additional Subordinated Debentures” has the meaning specified in the Stock Purchase Contract Agreement.

“Administrative Trustee” means each of the Persons identified as an “Administrative Trustee” in the preamble to this Trust Agreement solely in such Person’s capacity as Administrative Trustee of the Issuer Trust heretofore formed and continued hereunder and not in such Person’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any successor trustee appointed as herein provided.

“Affected Series” means, (i) if a proposed action or inaction or Event of Default or other relevant circumstance relates solely and specifically to Trust Property, each Series for which such Trust Property is a Corresponding Asset, (ii) if a proposed action or inaction or Event

2

of Default or other relevant circumstance does not relate specifically and solely to Trust Property, then each Series that could reasonably be expected to be affected by the action proposed or inaction or Event of Default, and (iii) for purposes of Section 5.16 at any time, the Series of Capital Securities for which Junior Subordinated Debentures at such time are Corresponding Assets (that is, (A) for purposes of Section 5.16(b) and Section 5.16(c), the Capital APEX and, until the Remarketing Settlement Date, the Normal APEX, (B) for purposes of Section 5.16(d), the Normal APEX and the Stripped APEX, and (C) for purposes of Section 5.16(e), (I) if the Event of Default is of the type referred to in clause (a) of the definition of that term, the Capital APEX and, until the Remarketing Settlement Date, the Normal APEX, (II) if the Event of Default is of the type described in paragraph (b) of the definition of that term, the Normal APEX and Stripped APEX, (III) if the Event of Default is of the type described in clause (d) of the definition of that term, the Series of Capital Securities that were to have been redeemed and (IV) if the Event of Default is of the type described in any of clause (c), (e) or (f) of the definition of that term, each Series of Capital Securities then outstanding).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Agreement” has the meaning specified in Section 5.4.

“APEX” means each of the Normal APEX, the Stripped APEX and the Capital APEX.

“Bankruptcy Event” means, with respect to any Person:

(a)  the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(b)  the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a

3

bankrupt, or the taking of corporate action by such Person in furtherance of any such action.

“Bankruptcy Laws” has the meaning specified in Section 12.9.

“Board of Directors” means either the board of directors of any Person or any committee of that board of directors duly authorized to act.

“Book-Entry Transfer” means:

(a)  as to Capital Securities represented by Book-Entry Capital Securities Certificates and as to Junior Subordinated Debentures represented by global certificates that settle and clear through a Clearing Agency’s system, transfer or delivery in accordance with the rules and procedures of the applicable Clearing Agency (including, in the case of DTC if it is the Clearing Agency, book-entry deliveries through DTC’s Deposit/Withdrawal at Custodian DWAC system); and

(b)  as to U.S. Treasury securities (including Qualifying Treasury Securities), transfer or delivery in accordance with the regulations of the United States Department of the Treasury governing book-entry treasury securities, including those currently at 12 C.F.R. Part 357.

“Book-Entry Capital Securities” means Capital Securities, ownership and transfers of which shall be made through book entries by a Clearing Agency as provided in Section 5.11.

“Book-Entry Capital Securities Certificate” means a Capital Securities Certificate evidencing ownership of Book-Entry Capital Securities.

“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, Boston, Massachusetts or Wilmington, Delaware are permitted or required by any applicable law to close.

“Capital APEX” means an undivided preferred beneficial interest in the Issuer Trust, having a Liquidation Amount of $1,000 per Capital APEX and having the rights provided for Capital APEX in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Capital APEX Certificate” means a certificate evidencing ownership of Capital APEX, substantially in the form attached as Exhibit A.

“Capital APEX Distribution Date” means (i) each March 15 and September 15, commencing on the later of the first such date on which Capital APEX are Outstanding and September 15, 2008, continuing through and including the last such date to occur prior to the Remarketing Date for a Successful Remarketing, and (ii) thereafter for so long as Capital APEX remain outstanding, each day on which interest is payable on the Junior Subordinated Debentures.

4

“Capital APEX Distribution Rate” means (i) from the Closing Date to but not including the Remarketing Settlement Date for a Successful Remarketing, 6.001% per annum (calculated on a 30/360 Basis), and (ii) thereafter, the rate per annum, whether a fixed rate or a rate determined pursuant to a formula, determined pursuant to the Remarketing Agreement in connection with the Remarketing (it being understood and agreed that, if there is not a Successful Remarketing of the Junior Subordinated Debentures, the Capital APEX Distribution Rate pursuant to clause (i) shall remain in effect for so long as Capital APEX are outstanding).

“Capital APEX Redemption Date” means, with respect to any Capital APEX to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided, however, that (i) each Junior Subordinated Debentures Redemption Date shall be a Capital APEX Redemption Date for a Like Amount of Capital APEX and (ii) if a Successful Remarketing occurs, the first Business Day after the Stock Purchase Date shall be a Capital APEX Redemption Date for a redemption in kind pursuant to Section 4.2(d).

“Capital APEX Redemption Price” means, with respect to a redemption of Capital APEX for a Redemption Price payable in cash pursuant to Section 4.2(c) and the related Capital APEX Redemption Date, the redemption price for a Like Amount of Junior Subordinated Debentures redeemed on such date in accordance with the Indenture.

“Capital Securities” means the Normal APEX, the Stripped APEX and the Capital APEX.

“Capital Securities Certificate” means a Normal APEX Certificate, a Stripped APEX Certificate or a Capital APEX Certificate.

“Capital Treatment Event” has the meaning specified in the Indenture Supplement.

“Certificate” means a Capital APEX Certificate, a Normal APEX Certificate, a Stripped APEX Certificate or a Common Securities Certificate.

“Certificate Custodian” means, with respect to the Capital Securities of a Series, the Securities Registrar, as custodian with respect to the Book-Entry Capital Securities Certificates representing the Capital Securities of such Series, or any successor entity thereto.

“Certificate Depositary Agreement” means the agreement among the Issuer Trust, the Paying Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.

“Certificate of Designation” means the “Certificate of Designation of the Non-Cumulative Perpetual Preferred Stock, Series A without par value of State Street Corporation”, dated January 25, 2008, fixing the designations, voting powers, preferences and relative, participating and other special rights, and qualifications, limitations and restrictions thereof of the shares of the Preferred Stock as a new series of the Depositor’s preferred stock.

“Certificate of Trust” has the meaning specified in the recitals hereof, as amended from time to time.

5

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.  DTC will be the initial Clearing Agency.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” has the meaning specified in the Underwriting Agreement.

“Collateral Account” has the meaning specified in the Collateral Agreement.

“Collateral Agent” means U.S. Bank National Association, as Collateral Agent under the Collateral Agreement until a successor Collateral Agent shall have been appointed and qualified pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

“Collateral Agreement” means the Collateral Agreement, dated as of the date hereof, among the Depositor, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Issuer Trust (acting through the Property Trustee) and the Securities Registrar for the APEX, as amended from time to time.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Securities Certificate” means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit B.

“Common Security” means an undivided common beneficial interest in the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Contingent Disposition Election” has the meaning specified in Section 5.14(a)(ii).

“Contingent Exchange Election” has the meaning specified in Section 5.14(a)(i).

“Contract Payments” has the meaning specified in the Stock Purchase Contract Agreement.

“Corporate Trust Office” means (i) when used with respect to the Property Trustee, the Corporate Trust Office of the Property Trustee located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005, (ii) when used with respect to the Junior Subordinated Debentures Trustee, the Global Trust Services Office of the Junior Subordinated Debentures Trustee located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005, and (iii) when used with respect to the

6

Securities Registrar, U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005.

“Corresponding Assets” means, with respect to each $1,000 Liquidation Amount of Trust Securities:

(a)  in the case of Normal APEX and Common Securities:

(i)  from the Time of Delivery to but not including the Remarketing Settlement Date for a Successful Remarketing, $1,000 principal amount of Pledged Junior Subordinated Debentures and a 1/100^th interest in a Stock Purchase Contract;

(ii)  from and including the Remarketing Settlement Date for a Successful Remarketing to but not including the Stock Purchase Date, the U.S. Treasury securities purchased with the net proceeds of each $1,000 principal amount of Pledged Junior Subordinated Debentures sold in such Successful Remarketing on such Remarketing Settlement Date and a 1/100th interest in a Stock Purchase Contract;

(iii)  from and including the Stock Purchase Date and thereafter for so long as Normal APEX are outstanding, 1/100^th of a share of Preferred Stock and an amount of Additional Subordinated Debentures initially equal to 1/100^th of the amount of deferred and unpaid Contract Payments, if any, on a Stock Purchase Contract as of the Stock Purchase Date; and

(iv)  from and including the Stock Purchase Date if there shall have been a Failed Remarketing, an amount of Additional Subordinated Debentures equal to the accrued and unpaid interest on $1,000 principal amount of Pledged Junior Subordinated Debentures as of the Stock Purchase Date;

(b)  in the case of Stripped APEX:

(i)  from the date of issuance for each Stripped APEX to but not including the Stock Purchase Date, $1,000 principal amount of Pledged Treasury Securities and a 1/100 ^th interest in a Stock Purchase Contract; and

(ii)  from and including the Stock Purchase Date and thereafter for so long as Stripped APEX are outstanding, 1/100^th of a share of Preferred Stock, subject to Section 4.8, and an amount of Additional Subordinated Debentures initially equal to 1/100 ^th of the amount of deferred and unpaid Contract Payments, if any, on a Stock Purchase Contract as of the Stock Purchase Date; and

(c)  in the case of Capital APEX:

(i)  from the date of issuance for each Capital APEX, $1,000 principal amount of Junior Subordinated Debentures, subject to Section 5.14; and

7

(ii)  from and including the Stock Purchase Date if there shall have been a Failed Remarketing, an amount of Additional Subordinated Debentures initially equal to the accrued and unpaid interest on $1,000 principal amount of Pledged Junior Subordinated Debentures as of the Stock Purchase Date.

“Custodial Agent” means U.S. Bank National Association, as Custodial Agent under the Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent thereunder.

“Custody Account” has the meaning specified in the Collateral Agreement.

“Deferred Contract Payment Amount” means, at any time for each $100,000 stated amount of Stock Purchase Contracts, the amount of the Contract Payments accrued on such stated amount that has been deferred and not paid by reason of the Depositor’s exercise of its right to defer payment of Contract Payments pursuant to Section 2.7 of the Stock Purchase Contract Agreement, together with interest accrued on such amount in accordance with the terms of the Stock Purchase Contract Agreement, including after the Stock Purchase Date any Additional Subordinated Debentures issued in respect thereof.

“Deferred Junior Subordinated Debentures Interest Amount” means, at any time for each $1,000 principal amount of Junior Subordinated Debentures, the amount of interest accrued on such principal amount that has been deferred and not paid by reason of the Depositor’s exercise of its right to defer payment of interest pursuant to Section 3.11 of the Original Indenture or Section 3.5 of the Indenture Supplement, together with interest accrued on such amount in accordance with the terms of the Indenture, including after the Stock Purchase Date following a Failed Remarketing any Additional Subordinated Debentures issued in respect thereof.

“Definitive Capital Securities Certificates” means either or both (as the context requires) of (i) Capital Securities Certificates issued as Book-Entry Capital Securities Certificates as provided in Section 5.11, and (ii) Capital Securities Certificates issued in certificated, fully registered form as provided in Section 5.15.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq., as it may be amended from time to time.

“Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee of the Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware trustee appointed as herein provided.

“Depositor” has the meaning specified in the preamble to this Trust Agreement.

“Depositor Order” means the written order signed in the name of the Company by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

8

“Direct Action” has the meaning specified in Section 5.16(c) and Section 5.16(d).

“Distribution Date” means an Additional Distribution Date, a Capital APEX Distribution Date or a Regular Distribution Date.

“Distribution Period” means:

(i)  with respect to Normal APEX, Stripped APEX and Common Securities, each period of time beginning on a Regular Distribution Date (or the date of original issuance in the case of the Distribution Period ending in September 2008) and continuing to but not including the next succeeding Regular Distribution Date for such Series; and

(iii)  with respect to Capital APEX, each period of time beginning on a Capital APEX Distribution Date (or the date of the original issuance of the APEX in the case of the Distribution Period ending in September 2008) and continuing to but not including the next succeeding Capital APEX Distribution Date.

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1.

“Dividend Payment Date” has the meaning specified in the Certificate of Designation.

“DTC” means The Depository Trust Company.

“Early Settlement Event” has the meaning specified in the Indenture Supplement.

“Early Termination Event” has the meaning specified in Section 9.2.

“Event of Default” means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)  the occurrence of a Junior Subordinated Debentures Event of Default; or

(b)  the occurrence of a Preferred Stock Default; or

(c)  default by the Property Trustee in the payment of any Distribution when such payment becomes due and payable, and continuation of such default for a period of 30 days; or

(d)  default by the Property Trustee in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or

(e)  default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Trust Agreement (other than those specified in

9

clause (c) or (d) above) and continuation of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer Trustees and to the Depositor by the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Capital Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(f)  the occurrence of a Bankruptcy Event with respect to the Property Trustee and the failure by the Depositor to appoint a successor Property Trustee within 60 days thereof.

“Excess Proceeds Distribution” means the Distribution that each Holder of Stripped APEX shall receive on each Additional Distribution Date on a pro rata basis from the Issuer Trust of the amount by which the proceeds of the Qualifying Treasury Securities pledged by the Issuer Trust in respect of Stock Purchase Contracts maturing at least one Business Day prior to such date exceed the amount required to purchase replacement Qualifying Treasury Securities.

“Exchange” has the meaning specified in Section 5.13(a).

“Exchange Act” means the Securities Exchange Act of 1934, and any successor statute thereto, in each case as amended from time to time.

“Exchange Period” means the Collateral Agent’s and the Securities Registrar’s normal business hours on any Business Day other than (i) from and including the 1^st through the 15^th day of any day in March, June, September or December and (ii) the period from 3:00 P.M., New York City time, on the second Business Day before the first day of any Remarketing Period to but not including the Business Day after the last day of that Remarketing Period.

“Failed Remarketing” has the meaning specified in the Indenture Supplement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Trust Agreement the Federal Reserve is not existing and performing the duties now assigned to it, then the bodies performing such duties at such time, or the Federal Reserve Bank of Boston, or any successor Federal reserve bank having primary jurisdiction over the Depositor.

“Final Remarketing” has the meaning specified in the Indenture Supplement.

“Guarantee Agreement” means the Guarantee Agreement executed and delivered by the Depositor and U.S. Bank National Association, as guarantee trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the holders of the Capital Securities, as amended from time to time.

“Indemnified Person” has the meaning specified in Section 8.6(c).

“Indenture” means the Original Indenture and the Indenture Supplement, taken together.

10

“Indenture Supplement” means the Third Supplemental Indenture to the Original Indenture, dated as of January 25, 2008, among the Depositor, U.S. Bank National Association as trustee, as amended or supplemented from time to time.

“Investment Company Event” has the meaning specified in the Indenture Supplement.

“Issuer Trust” means the Delaware statutory trust known as “State Street Capital Trust III”, which was created under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the filing of the Certificate of Trust, and continued pursuant to this Trust Agreement.

“Issuer Trustees” means, collectively, the Property Trustee, the Delaware Trustee, and the Administrative Trustees.

“Junior Subordinated Debentures Event of Default” means any “Event of Default” specified in Section 5.1 of the Original Indenture, as supplemented by the Indenture Supplement.

“Junior Subordinated Debentures Redemption Date” means, with respect to any Junior Subordinated Debentures to be redeemed under the Indenture, the date fixed for redemption of such Junior Subordinated Debentures under the Indenture.

“Junior Subordinated Debentures Redemption Price” means, with respect to any Junior Subordinated Debentures to be redeemed under the Indenture, the Redemption Price for such redemption and related Junior Subordinated Debentures Redemption Date determined in accordance with the Indenture.

“Junior Subordinated Debentures Trustee” means U.S. Bank National Association, solely in its capacity as trustee pursuant to the Indenture Supplement and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

“Junior Subordinated Debentures” means the $500,100,000 initial aggregate principal amount of the Depositor’s Remarketable 6.001% Junior Subordinated Debentures due 2042 issued pursuant to the Indenture.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

“Like Amount” means:

(a)  with respect to a distribution of Junior Subordinated Debentures to Holders of Normal APEX, Capital APEX or Common Securities in connection with a dissolution or liquidation of the Issuer Trust or a redemption in kind of Capital APEX pursuant to Section 4.2(d), Junior Subordinated Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Junior Subordinated Debentures are distributed; provided, however, that if the Company elects

11

pursuant to Section 4.2(d) of the Indenture Supplement to remarket the Junior Subordinated Debentures in the form of New Capital Securities, “Like Amount” means New Capital Securities having a liquidation amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such New Capital Securities are distributed;

(b)  with respect to a distribution of Pledged Treasury Securities to Holders of Stripped APEX in connection with a dissolution or liquidation of the Issuer Trust or termination of the Stock Purchase Contracts, Pledged Treasury Securities having a principal amount equal to the Liquidation Amount of the Stripped APEX to whom such Pledged Treasury Securities are distributed;

(c)  with respect to a distribution of Preferred Stock or fractional interests in Preferred Stock to Holders of Trust Securities in connection with a dissolution or liquidation of the Trust, Preferred Stock or a fractional interest in a share of Preferred Stock (which may be effected by the Issuer Trust through the creation of depositary shares) having a liquidation preference equal to the Liquidation Amount of the Trust Securities of the Holder to whom such shares of Preferred Stock or a fractional interest in a share of Preferred Stock (including through a depositary share) are distributed;

(d)  with respect to any distribution of Additional Amounts to Holders of Normal APEX, Capital APEX or Common Securities, Junior Subordinated Debentures having a principal amount equal to the Liquidation Amount of the Normal APEX, Capital APEX or Common Securities in respect of which such distribution is made;

(e)  with respect to a redemption of Preferred Stock, 1/100th of a share of Preferred Stock for each Normal APEX or Common Security;

(f)  with respect to an Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX pursuant to Section 5.13(b), a number of Stripped APEX and a number of Capital APEX in each case equal to the number of Normal APEX included in such Exchange (e.g., if 1,000 Normal APEX are being Exchanged, the Holder will receive 1,000 Stripped APEX and 1,000 Capital APEX in accordance with and subject to Section 5.13);

(g)  with respect to an Exchange of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities, a number of Normal APEX equal to the number of Stripped APEX and the number of Capital APEX being Exchanged (e.g., if 1,000 Stripped APEX and 1,000 Capital APEX are being Exchanged, the Holder will receive upon the Exchange 1,000 Normal APEX together with $1,000,000 principal amount of Qualifying Treasury Securities released from the Pledge, in accordance with and subject to Section 5.13(e));

(h)  with respect to Junior Subordinated Debentures (including Pledged Junior Subordinated Debentures as applicable) being deposited or delivered in connection with an Exchange, Junior Subordinated Debentures having a principal amount equal to $1,000 for each Normal APEX involved in the Exchange;

12

(i)  with respect to Section 5.13(c), $1,000 principal amount of Junior Subordinated Debentures for each $1,000 Liquidation Amount of Capital Securities of each Affected Series; and

(j)  with respect to Section 5.13(d), 1/100th of a Stock Purchase Contract with a stated amount of $100,000 for each $1,000 Liquidation Amount of Capital Securities of the Affected Series.

“Liquidation Amount” means the stated amount of $1,000 per Trust Security.

“Liquidation Date” means the date on which the assets of the Issuer Trust are distributed to Holders pursuant to Section 9.4.

“Liquidation Distribution” has the meaning specified in Section 9.4(d).

“Majority in Liquidation Amount” means as to one or more Series of Trust Securities, except as provided by the Trust Indenture Act, Trust Securities of one or more Series representing more than 50% of the aggregate Liquidation Amount of all Outstanding Trust Securities of one or more Series.

“Make-Whole Amount” has the meaning specified in the Indenture Supplement.

“1940 Act” means the Investment Company Act of 1940, as amended.

“New Capital Securities” means, in the event the Depositor elects to remarket the Junior Subordinated Debentures in the form of Capital Securities pursuant to Section 4.2(d) of the Indenture Supplement, capital securities issued by a Delaware statutory trust, all of the common securities of which are directly or indirectly owned by the Depositor.

“Normal APEX” means an undivided preferred beneficial interest in the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights provided for Normal APEX in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Normal APEX Certificate” means a certificate evidencing ownership of Normal APEX, substantially in the form attached as Exhibit C.

“Normal APEX Distribution Rate” means (i) from the Closing Date to but not including the later of the Regular Distribution Date of March 15, 2011 and the Stock Purchase Date (and for each related Distribution Period), 8.250% per annum (calculated on a 30/360 Basis) and (ii) thereafter, for each Distribution Period and related Regular Distribution Date, Three-Month LIBOR for such Distribution Period plus 4.990% (calculated on an Actual/360 Basis).

“Normal APEX Redemption Date” means, with respect to any Normal APEX to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided, however, that each Preferred Stock Redemption Date shall be a Redemption Date for a like amount of Normal APEX.

13

“Normal APEX Redemption Price” means, with respect to any Normal APEX and Common Securities and the related Normal APEX Redemption Date, the redemption price for a Like Amount of Preferred Stock redeemed in accordance with the Certificate of Designation.

“Notice of Contingent Disposition Election” has the meaning specified in Section 5.14(f).

“Notice of Contingent Exchange Election” has the meaning specified in Section 5.14(d)(i).

“Officers’ Certificate” means a certificate signed by the Chairman and Chief Executive Officer, President and Vice President, and by the Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, Secretary or an Assistant Secretary of the Depositor, and delivered to the appropriate Trustee.  One of the officers signing an Officer’s Certificate given pursuant to Section 8.16 shall be the principal executive, financial or accounting officer of the Depositor.  Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

(a)  a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b)  a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

(c)  a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)  a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer Trust, the Property Trustee or the Depositor, but not an employee of the Trust or the Property Trustee, and who shall be reasonably acceptable to the Property Trustee.

“Original Indenture” means the Junior Subordinated Indenture, dated as of December 15, 1996, between the Depositor and The Bank of New York (as successor in interest to J.P. Morgan Chase & Co. (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago))).

“Original Trust Agreement” has the meaning specified in the recitals hereto.

“Outstanding,” when used with respect to Trust Securities of a Series, means, as of the date of determination, all Trust Securities of such Series theretofore executed and delivered under this Trust Agreement, except:

(a)           Trust Securities of such Series theretofore canceled by the Securities Registrar or delivered to the Securities Registrar for cancellation;

14

(b)           Trust Securities of such Series for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent; provided, however, that if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and

(c)           Trust Securities of such Series that have been paid or in exchange for or in lieu of which other Capital Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Capital Securities of a Series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Capital Securities of such Series owned by the Depositor, any Trustee, or any Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Capital Securities of such Series that a Responsible Officer of such Trustee actually knows to be so owned shall be so disregarded, and (b) the foregoing shall not apply at any time when all of the outstanding Capital Securities of such Series are owned by the Depositor, one or more of the Issuer Trustees, and/or any such Affiliate.  Capital Securities of a Series so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such Capital Securities and that the pledgee is not the Depositor or any Affiliate of the Depositor.

“Owner” means each Person who is the beneficial owner of Book-Entry Capital Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 and shall initially be U.S. Bank National Association.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee initially with U.S. Bank National Association (in its corporate capacity and not as Paying Agent), in its trust department for the benefit of the Securityholders in which all amounts paid in respect of the Trust Property will be held and from which the Property Trustee, through the Paying Agent, shall make distributions in accordance with the terms of this Trust Agreement, including payments to the Securityholders in accordance with Sections 4.1 and 4.2.  After the Stock Purchase Date, the Payment Account may at any time be established with any commercial bank by the Property Trustee.

“Person” means any individual, corporation, estate, partnership, association, joint venture, trust, limited liability company, unincorporated organization, government or any agency or political subdivision thereof or any other entity of a similar nature.

“Pledge” means the pledge under the Collateral Agreement of Junior Subordinated Debentures or Qualifying Treasury Securities, as the case may be.

15

“Pledged Junior Subordinated Debentures” has the meaning specified in the Collateral Agreement.

“Pledged Treasury Securities” has the meaning specified in the Collateral Agreement.

“Predecessor Capital APEX Certificate” of any particular Capital APEX Certificate means every previous Capital APEX Certificate evidencing all or a portion of the rights and obligations of the Issuer Trust and the Holder under the Capital APEX evidenced thereby; and, for the purposes of this definition, any Capital APEX Certificate delivered under Section 5.5 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Capital APEX Certificate shall be deemed to evidence the same rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or stolen Capital APEX Certificate.

“Predecessor Certificate” means a Predecessor Normal APEX Certificate, a Predecessor Stripped APEX Certificate or a Predecessor Capital APEX Certificate, as applicable.

“Predecessor Normal APEX Certificate” of any particular Normal APEX Certificate means every previous Normal APEX Certificate evidencing all or a portion of the rights and obligations of the Issuer Trust and the Holder under the Normal APEX evidenced thereby; and, for the purposes of this definition, any Normal APEX Certificate delivered under Section 5.5 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Normal APEX Certificate shall be deemed to evidence the same rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or stolen Normal APEX Certificate.

“Predecessor Stripped APEX Certificate” of any particular Stripped APEX Certificate means every previous Stripped APEX Certificate evidencing all or a portion of the rights and obligations of the Depositor and the Holder under the Stripped APEX evidenced thereby; and, for the purposes of this definition, any Stripped APEX Certificate delivered under Section 5.5 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped APEX Certificate shall be deemed to evidence the same rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or stolen Stripped APEX Certificate.

“Preferred Stock” means the Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share, of the Depositor.

“Preferred Stock Default” means the failure of the Depositor to comply in any material respect with any of its obligations (i) under the Stock Purchase Contract Agreement or (ii) as issuer of the Preferred Stock, including in the Certificate of Designation, the Depositor’s articles of organization, or arising under applicable law.

“Preferred Stock Redemption Date” means, with respect to any shares of Preferred Stock to be redeemed under the Certificate of Designation, the date fixed for redemption of such shares under the Certificate of Designation.

“Proceeds” has the meaning specified in the Collateral Agreement.

16

“Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this Trust Agreement, solely in its capacity as Property Trustee of the Issuer Trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

“Prospectus” means the prospectus, dated March 21, 2006, of the Depositor relating to the offering of the Normal APEX, as supplemented by the prospectus supplement, dated January 17, 2008.

“Qualifying Treasury Securities” has the meaning specified in Section 10.1.

“Rating Agency Event” has the meaning specified in the Indenture Supplement.

“Recombination Notice and Request” has the meaning specified in Section 5.13(d)(ii).

“Redemption Date” means a Normal APEX Redemption Date or a Capital APEX Redemption Date, as applicable.

“Redemption Price” means, (i) with respect to a redemption of Normal APEX, the Normal APEX Redemption Price, and (ii) with respect to a redemption of Capital APEX, the Capital APEX Redemption Price.

“Reference Date” has the meaning specified in Section 10.1.

“Regular Distribution Date” means:

(a)  each March 15 and September 15 occurring prior to and including the later of March 15, 2011 and the Stock Purchase Date, commencing September 15, 2008 (or, in the case of Stripped APEX, the first such date on which Stripped APEX are outstanding);

(b)  after the later of March 15, 2011 and the Stock Purchase Date, each March 15, June 15, September 15 and December 15; and

(c)  the Stock Purchase Date if not otherwise a Regular Distribution Date;

provided, however, that the last Regular Distribution Date for the Stripped APEX shall be the Stock Purchase Date or, if later, the date on which no Additional Subordinated Debentures issued in respect of any Deferred Contract Payment Amount or Deferred Junior Subordinated Debentures Interest Amounts are outstanding.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Remarketing” has the meaning specified in the Indenture Supplement.

“Remarketing Agent” means, as to a Remarketing and Remarketing Agreement, the remarketing agent and any successor or replacement remarketing agent appointed by the Depositor.

17

“Remarketing Agent’s Fee” means, as to the Remarketing Agent and a Remarketing, the fee provided for in the Remarketing Agreement.

“Remarketing Agreement” means the Remarketing Agreement to be entered into prior to the first Remarketing among the Depositor, the Issuer Trust (acting through the Property Trustee) and the Remarketing Agent, as amended or supplemented from time to time.

“Remarketing Period” has the meaning specified in the Indenture Supplement.

“Remarketing Settlement Date” has the meaning specified in the Indenture Supplement.

“Remarketing Treasury Securities” has the meaning specified in the Collateral Agreement.

“Reset Rate” has the meaning specified in the Indenture Supplement (and is the interest rate applicable to the Junior Subordinated Debentures and the Capital APEX Distribution Rate commencing on the Remarketing Settlement Date).

“Responsible Officer” means, with respect to any Issuer Trustee other than an Administrative Trustee, any officer within the corporate trust department of the Issuer Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Issuer Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Trust Agreement.

“Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each case as amended from time to time.

“Securities Intermediary” means U.S. Bank National Association, as Securities Intermediary under the Collateral Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter

“Securities Intermediary” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

“Securities Register” and “Securities Registrar” have the meanings specified in Section 5.4.

“Securityholder” or “Holder” means the Person in whose name the Trust Security or Trust Securities are registered in the Security Register; and any such Person shall be deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act; provided, however, that solely for the purpose of determining whether the Holders of the requisite number of APEX have voted on any matter provided for in this Trust Agreement, then for the purpose of any such determination, so long as Definitive Capital Securities have not been issued, the term Securityholders or Holders as used herein shall refer to the Owner.

18

“Series” means each of the Normal APEX, the Stripped APEX, the Capital APEX and the Common Securities, each as a series of beneficial interests in the Issuer Trust.

“Special Event” means any of a Capital Treatment Event, an Investment Company Event, a Rating Agency Event or a Tax Event.

“Stock Purchase Contract” has the meaning specified in the Stock Purchase Contract Agreement.

“Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of the date hereof, between the Depositor and the Property Trustee (acting on behalf of the Issuer Trust).

“Stock Purchase Date” has the meaning specified in the Stock Purchase Contract Agreement.

“Stripped APEX” means an undivided preferred beneficial interest in the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights provided for Stripped APEX in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Stripped APEX Certificate” means a certificate evidencing ownership of Stripped APEX, substantially in the form attached as Exhibit D.

“Stripped APEX Distribution Rate” means 2.249% per annum, calculated on a 30/360 Basis.

“Stripping Notice and Request” has the meaning specified in Section 5.13(b)(iii).

“Successful” has the meaning specified in the Indenture Supplement.

“Successor Securities” has the meaning specified in Section 9.5.

“Tax Event” has the meaning specified in the Indenture Supplement.

“30/360 Basis” means, for purposes of calculating a rate for Distributions, such rate calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Three-Month LIBOR” means, for any Distribution Period commencing on or after the Stock Purchase Date, “Three-Month LIBOR” for the corresponding Dividend Period as defined in and determined pursuant to the Certificate of Designation.

“Time of Delivery” means January 25, 2008.

“Transaction Agreements” means each of the Stock Purchase Contract Agreement, the Collateral Agreement, the Underwriting Agreement, the Junior Subordinated Debentures, the Certificate Depositary Agreement, the Remarketing Agreement, the Guarantee Agreement, the Indenture, the Agent Agreement and any other agreement determined by any

19

Issuer Trustee to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees under this Trust Agreement.

“Trust Agreement” means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (i) all exhibits hereto, and (ii) for all purposes of this Trust Agreement and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended.

“Trust Property” means (a) the Junior Subordinated Debentures for so long as they are owned by the Issuer Trust in accordance with this Trust Agreement, (b) the Stock Purchase Contracts, (c) the Preferred Stock once acquired by the Issuer Trust pursuant to the Stock Purchase Contracts, (d) U.S. Treasury securities (that are required to be Qualifying Treasury Securities when delivered) delivered to the Property Trustee (or the Collateral Agent) pursuant to Section 5.13 or Section 5.14, (e) Remarketing Treasury Securities, (f) Additional Subordinated Debentures, if any, issued on the Stock Purchase Date in respect of Deferred Contract Payment Amounts or Deferred Junior Subordinated Debentures Interest Amounts, (g) the rights of the Issuer Trust under the Transaction Agreements, and (h) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Issuer Trust or the Property Trustee on behalf of the Issuer Trust pursuant to the Trust Agreement.

“Trust Security” means any one of the Common Securities or the Capital Securities.

“Trust Securities Certificate” means any one of the Common Securities Certificates or the Capital Securities Certificates.

“Underwriting Agreement” means the Underwriting Agreement, dated January 17, 2008, among the Issuer Trust, the Depositor, and the underwriters named therein.

“United States Person” means, for U.S. federal income tax purposes, a citizen or resident of the United States, a domestic partnership, a domestic corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, and a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

20

ARTICLE II

Continuation of the Issuer Trust; Issuance of Capital Securities; And Related Matters

SECTION 2.1.  Name.  The trust continued hereby shall be known as “State Street Capital Trust III,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders and the other Issuer Trustees, in which name the Issuer Trustees may conduct the business of the Issuer Trust, make and execute contracts and other instruments on behalf of the Issuer Trust and sue and be sued.

SECTION 2.2.  Office of the Delaware Trustee; Principal Place of Business.  The address of the Delaware Trustee in the State of Delaware is U.S. Bank Trust National Association, 300 Delaware Avenue, 9th floor, Wilmington, Delaware, 19801, Attention: Earl W. Dennison, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Depositor, the Property Trustee and the Administrative Trustees.  The principal executive office of the Issuer Trust is Two World Financial Center, 225 Liberty Street, New York, New York, 10281, Attention:  Administrative Trustees of State Street Capital Trust III or such other office that the Administrative Trustees shall occupy from time to time.

SECTION 2.3.  Initial Contribution of Trust Property; Organizational Expenses.  The Property Trustee acknowledges receipt from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property.  The Depositor shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee.  The Depositor shall not make any claim upon the Trust Property for the payment of such expenses.

SECTION 2.4.  Issuance of the Capital Securities.  (a)  On January 17, 2008, the Depositor, on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement.  On the Closing Date, an Administrative Trustee, on behalf of the Issuer Trust, in connection with the delivery on such date of 500,000 Normal APEX to the underwriters named in the Underwriting Agreement, shall execute in accordance with Section 5.3 and deliver to the Clearing Agency a Normal APEX Certificate or Certificates that are Book-Entry Capital Securities Certificates, registered in the name of the Clearing Agency (or its nominee) representing 500,000 Normal APEX, against payment of $1,000 per Normal APEX or $500,000,000 in the aggregate, net of the applicable underwriting discount determined in accordance with the Underwriting Agreement, as the purchase price therefor in immediately available funds, which amount the Administrative Trustee shall promptly deliver to the Property Trustee or its designee.

21

(b)  On the date on which an Administrative Trustee, on behalf of the Issuer Trust, executes and delivers a Normal APEX Certificate pursuant to Section 2.4(a), such Administrative Trustee shall also execute in accordance with Section 5.3 and deliver to the Clearing Agency or the Certificate Custodian two additional Book-Entry Capital Securities Certificates, one of which shall be a Capital APEX Certificate and the other of which shall be a Stripped APEX Certificate, each representing up to a maximum number of Capital APEX or Stripped APEX, as applicable, that is the same as the number of Normal APEX evidenced by the Certificate contemporaneously issued as a Book-Entry Capital Securities Certificate pursuant to Section 2.4(a).

(c)  In order to give effect to Exchanges, the Securities Registrar may, as provided in Section 5.11, endorse Book-Entry Capital Securities Certificates to reduce or increase the number of Normal APEX, Stripped APEX or Capital APEX evidenced by each such Book-Entry Capital Securities Certificate, provided, however, that no such endorsement shall result in a Book-Entry Capital Securities Certificate evidencing a number of Normal APEX, Stripped APEX or Capital APEX exceeding the maximum number set forth on the face of such Certificate.

SECTION 2.5.  Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures.  On the Closing Date, an Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to the Depositor a Common Securities Certificate, registered in the name of the Depositor, evidencing 100 Common Securities, each having a Liquidation Amount of $1,000 and having an aggregate Liquidation Amount of $100,000, against payment by the Depositor of such amount, which amount such Administrative Trustee shall promptly deliver to the Property Trustee or its designee.  Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer Trust, shall (x) subscribe to and purchase from the Depositor the Junior Subordinated Debentures registered in the name of the Issuer Trust or, upon order of an Administrative Trustee, in the name of the Collateral Agent, and having an aggregate initial principal amount equal to $500,100,000, (y) shall deliver to the Depositor the purchase price therefor (being the sum of the amounts delivered to the Property Trustee or its designee pursuant to (i) the second sentence of Section 2.4(a) and (ii) the first sentence of this Section 2.5), and (z) shall instruct the Depositor to deliver the Junior Subordinated Debentures to the Collateral Agent for deposit in the Collateral Account.

SECTION 2.6.  Declaration of Trust.  The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, (b) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Junior Subordinated Debentures and certain U.S. Treasury securities and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, and (d) to engage in those activities necessary or incidental thereto.  The Issuer Trust shall not acquire any

22

investments, sell or assign Trust Property, borrow money, issue debt or reinvest proceeds derived from investments, mortgage or pledge any of its assets, take or consent to any action that would result in the placement of a lien on any of the Trust Property, issue any securities other than the Trust Securities, in each case except as expressly provided herein, or otherwise take (or permit to be taken) any action or activity that would cause the Issuer Trust to be classified for United States federal income tax purposes as an association or publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements.  The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment.  The Property Trustee hereby declares that it will hold the Trust Property upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Securityholders.  The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust.  The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein.  The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act.

SECTION 2.7.  Authorization to Enter into Certain Transactions.  (a)  The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the terms of this Trust Agreement.  Subject to the limitations set forth in Section 2.7(b) and Article VIII and in accordance with the following provisions (i) and (ii), the Issuer Trustees shall have the authority to enter into all transactions and agreements determined by the Issuer Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including the following:

(i)  As among the Issuer Trustees, the Administrative Trustees shall have the power and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A)  the issuance and sale of the Trust Securities;

(B)  causing the Issuer Trust to enter into, execute, deliver and perform on behalf of the Issuer Trust, the Certificate Depositary Agreement, the Agent Agreement and such other agreements as may be necessary or desirable in connection with the purposes and function of the Issuer Trust;

(C)  assisting in the registration of the Capital Securities under the Securities Act and under state securities or blue sky laws, and the qualification of this Trust Agreement under the Trust Indenture Act;

23

(D)  assisting in the listing of the Capital Securities upon such securities exchange or exchanges or automated system or systems, if any, as shall be determined by the Depositor, and the registration of the Capital Securities under the Exchange Act, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

(E)  the sending of notices (other than notices of default) and other information regarding the Trust Securities, the Junior Subordinated Debentures and the Preferred Stock to the Securityholders in accordance with this Trust Agreement;

(F)  the appointment of a Paying Agent, authenticating agent and a Securities Registrar in accordance with this Trust Agreement, in addition to U.S. Bank National Association as initial Paying Agent and Securities Registrar;

(G)  registering transfer of the Trust Securities in accordance with this Trust Agreement;

(H)  to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Issuer Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;

(I)  execution and delivery of closing certificates, if any, pursuant to the Underwriting Agreement and any Remarketing Agreement and application for a taxpayer identification number for the Issuer Trust;

(J)  unless otherwise determined by the Depositor, the Property Trustee or the Administrative Trustees, or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, to execute on behalf of the Issuer Trust (either acting alone or together with any or all of the Administrative Trustees) any documents that the Administrative Trustees have the power to execute pursuant to this Trust Agreement;

(K)  the taking of any action incidental to the foregoing as the Issuer Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholders); and

(L)  the taking of any action required to be taken by the Administrative Trustees under any of the Transaction Agreements.

(ii)  As among the Issuer Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A)  the establishment of the Payment Account;

24

(B)  the execution and delivery on behalf of the Issuer Trust of the Stock Purchase Contract Agreement, the Collateral Agreement, the Remarketing Agreement, and any other Transaction Agreement other than the Underwriting Agreement, the Agent Agreement and the Certificate Depositary Agreement and the performance by the Issuer Trust of its obligations and the exercise by the Issuer Trust of its rights thereunder;

(C)  the receipt of the Junior Subordinated Debentures and, in connection with an Exchange, Notice of Contingent Exchange Election or Remarketing, the receipt of Qualifying Treasury Securities;

(D)  the receipt of the Remarketing Treasury Securities from the Remarketing Agent;

(E)  the pledge of Junior Subordinated Debentures, Remarketing Treasury Securities and Qualifying Treasury Securities pursuant to the Collateral Agreement;

(F)  the receipt of the Preferred Stock on the Stock Purchase Date;

(G)  the collection of interest, principal and any other payments or instruments (including due bills or promissory notes of the Depositor issuable under or with respect to the Junior Subordinated Debentures) made in respect of the Junior Subordinated Debentures in the Payment Account;

(H)  the collection of the Contract Payments and any other payments or instruments (including due bills or promissory notes of the Depositor issuable under the Stock Purchase Contract Agreement or with respect to the Contract Payments) and the holding of such amounts in the Payment Account;

(I)  the collection of payment of dividends, redemption price and other payments made in respect of the Preferred Stock and the holding of such amounts in the Payment Account;

(J)  the distribution through the Paying Agent of amounts or property or instruments (including due bills or promissory notes of the Depositor issuable under or with respect to the Junior Subordinated Debentures or the Stock Purchase Contracts) owed to the Securityholders in respect of the Trust Securities;

(K)  the exercise of all of the rights, powers and privileges of a holder of the Junior Subordinated Debentures for so long as the Issuer Trust holds Junior Subordinated Debentures, subject to Articles V and VI of this Trust Agreement;

(L)  the exercise of all of the rights, powers and privileges of a holder of Preferred Stock for so long as the Issuer Trust holds Preferred Stock, subject to Articles V and VI of this Trust Agreement;

25

(M)  the sending of notices of default and other information regarding the Trust Securities, the Junior Subordinated Debentures, the Preferred Stock and the Transaction Agreements to the Securityholders in accordance with this Trust Agreement;

(N)  the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

(O)  to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Issuer Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; and

(P)  after an Event of Default (other than under paragraph (c), (d), (e) or (f) of the definition of such term if such Event of Default is by or with respect to the Property Trustee), the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and to protect and conserve the Trust Property for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder); and

(Q)  except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.7(a)(i).

(b)  So long as this Trust Agreement remains in effect, the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or transactions except as expressly provided herein or contemplated hereby.  In particular, the Issuer Trustees (acting on behalf of the Issuer Trust) shall not (i) acquire any investments or engage in any activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Securityholders, except as expressly provided herein, (iii) take any action that could cause the Issuer Trust to become classified as an association or publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property, except as expressly provided herein, (vi) acquire any assets other than the Trust Property, (vii) invest any proceeds received by the Issuer Trust from holding Trust Property except to the extent expressly required pursuant to this agreement, (viii) possess any power or otherwise act in such a way as to vary the terms of the Trust Securities (except to the extent expressly authorized herein or by the terms of the Trust Securities), or (ix) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Issuer Trust other than the Trust Securities.  The Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or the Securityholders in their capacity as Securityholders (other than the Lien created by the Collateral Agreement, which is a permitted Lien).

26

(c)  In connection with the issuance and sale of the Capital Securities, the Depositor shall have the right and responsibility to assist the Issuer Trust with respect to, or effect on behalf of the Issuer Trust, the following (and any actions taken by the Depositor in furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects):

(i)  the preparation and filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the Capital Securities, including any amendments thereto;

(ii)  the determination of the states in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and the determination of any and all such acts, other than actions that must be taken by or on behalf of the Issuer Trust, and the advice to the Issuer Trustees of actions they must take on behalf of the Issuer Trust, and the preparation for execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such states;

(iii)  following the Stock Purchase Date, the preparation for filing by the Issuer Trust and execution on behalf of the Issuer Trust of an application to the New York Stock Exchange or any other national stock exchange or any automated quotation system for listing upon notice of issuance of any Capital Securities and filing with such exchange or self-regulatory organization such notification and documents as may be necessary from time to time to maintain such listing;

(iv)  following the Stock Purchase Date, the preparation for filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on Form 8-A relating to the registration of the Capital Securities under Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto;

(v)  the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Capital Securities;

(vi)  the appointment of the Securities Registrar in accordance with Section 5.4;

(vii)  the setting of any special record date in accordance with Section 4.1(g), and

(viii)  the taking of any other actions necessary or desirable to carry out any of the foregoing activities.

(d)  Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an “investment company” required to be registered under the 1940 Act, or to be classified as an association or publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes and so that the Junior Subordinated Debentures will be treated as indebtedness of the Depositor for United States Federal income tax purposes.  In this connection, the Depositor and the Administrative Trustees are authorized to take any action,

27

not inconsistent with applicable law, the Certificate of Trust or this Trust Agreement, that each of the Depositor and any Administrative Trustee determines in its discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the Holders of the Outstanding Capital Securities.

SECTION 2.8.  Assets of Issuer Trust.  The assets of the Issuer Trust shall consist solely of the Trust Property.

SECTION 2.9.  Title to Trust Property.  Subject to the terms and provisions of the Collateral Agreement, legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such), on behalf of the Issuer Trust, and shall be held and administered by the Property Trustee for the benefit of the Issuer Trust and the Securityholders in accordance with and as limited by this Trust Agreement.

ARTICLE III

Payment Account

SECTION 3.1.  Payment Account.  (a)  On or prior to the Closing Date, the Property Trustee shall establish or cause to be established the Payment Account.  The Property Trustee and any agents of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Agreement.  All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Securityholders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

(b)  The Property Trustee shall deposit or cause to be deposited in the Payment Account, promptly upon receipt, (i) all payments of principal of or interest on, and any other payments or proceeds with respect to, the Junior Subordinated Debentures, (ii) all Contract Payments, (iii) all Excess Proceeds Distributions, (iv) all payments of dividends or the redemption price on, and other payments or proceeds with respect to, the Preferred Stock or the Stock Purchase Contracts and (v) all other cash amounts received as payments on or with respect to the Trust Property.  Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

ARTICLE IV

Distributions; Redemption, Etc.

SECTION 4.1.  Distributions.  (a)  The Trust Securities represent undivided beneficial interests in the Issuer Trust, and Distributions will be made on the Trust Securities of a Series on applicable Distribution Dates in amounts that correspond to amounts of interest, dividends or Contract Payments, as

28

applicable (and (i) in the case of the Normal APEX, Capital APEX and Common Securities, Additional Amounts and Deferred Junior Subordinated Debentures Interest Amounts, and (ii) in the case of the Normal APEX, Stripped APEX and Common Securities, Deferred Contract Payment Amounts) that are received by the Property Trustee or the Paying Agent on or in connection with each applicable Distribution Date on the Trust Property that is the Corresponding Assets for such Series, as provided in Sections 4.1(b), (c) and (d).

(b)  In the case of the Normal APEX and the Common Securities, subject to Section 4.1(e):

(i)  Distributions will be payable in cash on each Regular Distribution Date;

(ii)  the Distributions payable on each Regular Distribution Date for the related Distribution Period will be at a rate per annum applied to the Liquidation Amount per Normal APEX and Common Security equal to the Normal APEX Distribution Rate for such Distribution Period (with the consequence that the amount of the Distribution for each $1,000 of Normal APEX or Common Securities payable on each Regular Distribution Date being equal to (x) the sum of the amount of interest payable on such Regular Distribution Date on a Like Amount of Junior Subordinated Debentures (without giving effect to any change in the interest rate on the Junior Subordinated Debentures in connection with a Remarketing) plus 1/100th of the Contract Payment payable on a Stock Purchase Contract having a stated amount of $100,000 for each Distribution Period ending on or before the Stock Purchase Date and (y) the amount of dividends payable on such Regular Distribution Date on a Like Amount of Preferred Stock for each Distribution Period thereafter);

(iii)  Distributions shall be cumulative for each Regular Distribution Date to and including the Stock Purchase Date and non-cumulative thereafter; and

(iv)  the amount of Distributions payable for any Distribution Period ending on or prior to the Stock Purchase Date shall include the Additional Amounts received by the Issuer Trust, if any.

(c)  In the case of Capital APEX, subject to Section 4.1(e):

(i)  Distributions will be payable in cash on each Capital APEX Distribution Date;

(ii)  the Distributions payable on each Capital APEX Distribution Date for the related Distribution Period will be at a rate per annum applied to the Liquidation Amount per Capital APEX equal to the Capital APEX Distribution Rate for such Distribution Period, with the consequence that the amount of the Distribution for each $1,000 of Capital APEX payable on each Capital APEX Distribution Date is equal to the amount of interest payable on or accrued to (as applicable) such Distribution Date on a Like Amount of Junior Subordinated Debentures;

(iii)  Distributions shall be cumulative; and

29

(iv)  the amount of Distributions payable for any Distribution Period shall include the Additional Amounts received by the Issuer Trust, if any.

(d)  In the case of Stripped APEX, subject to Section 4.1(e):

(i)  Distributions will be payable in cash on each Regular Distribution Date;

(ii)  the Distributions payable on each Regular Distribution Date for the related Distribution Period will be at a rate per annum applied to the Liquidation Amount per Stripped APEX equal to 1/100th of the Contract Payment payable on a Stock Purchase Contract having a stated amount of $100,000 on such Stripped APEX Distribution Date (expressed as a percentage);

(iii)  Distributions shall be cumulative; and

(iv)  additionally, on each Additional Distribution Date on which Stripped APEX are Outstanding (or as promptly thereafter as the Collateral Agent and the Paying Agent determine to be practicable), the Property Trustee shall distribute or cause to be distributed through the Paying Agent an amount per $1,000 of Stripped APEX equal to, the Excess Proceeds Distributions for such Additional Distribution Date.

(e)  Distributions on the Trust Securities of a Series shall be made by the Paying Agent from the Payment Account and shall be payable on each Distribution Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account from the Corresponding Assets of such Series for the payment of such Distributions.  The Issuer Trust will have amounts to make full Distributions on the relevant Series of Trust Securities in accordance with Sections 4.1(b), (c) and (d) on an applicable Distribution Date only if the Depositor has not (i) defaulted in paying interest on the Junior Subordinated Debentures or Contract Payments on the Stock Purchase Contracts or (ii) exercised its right to defer payment of interest on the Junior Subordinated Debentures and Contract Payments on the Stock Purchase Contracts and, accordingly, there is no outstanding Deferred Junior Subordinated Debentures Interest Amount or Deferred Contract Payment Amount.  Deferred Junior Subordinated Debentures Interest Amounts and Deferred Contract Payment Amounts will be paid to Holders of the relevant Series of Trust Securities on a pro rata basis on the applicable Distribution Dates on which such amounts are received by the Issuer Trust (or as soon thereafter as the Property Trustee determines to be practicable).

(f)  In the event the Property Trustee or the Paying Agent receives any other cash or non-cash payments or distributions with respect to Corresponding Assets for any Series of Capital Securities (including promissory notes of the Depositor delivered pursuant to (i) Section 2.7(c) of the Stock Purchase Contract Agreement if there are any Deferred Contract Payment Amounts outstanding on the Stock Purchase Date or (ii) Section 3.5(c) of the Indenture Supplement if there are any Deferred Junior Subordinated Debentures Interest Amounts outstanding on the Stock Purchase Date), the Property Trustee shall distribute or cause to be distributed through the Paying Agent such cash amounts to the Holders of the related Series of Capital Securities on a pro rata basis promptly after receipt and may, in its discretion, distribute

30

non-cash amounts on a pro rata basis (or on a basis that is as close as possible to a pro rata basis as it determines to be reasonably practicable).

(g)  Distributions in cash on the Trust Securities of a Series with respect to an applicable Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date for such Distribution Date, which shall be the last day of the month immediately preceding the month in which the relevant Distribution Date falls.  Distributions payable on any Trust Securities of a Series that are not punctually paid on an applicable Distribution Date will cease to be payable to the Person in whose name such Trust Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Trust Securities are registered on the special record date or other specified date for determining Holders entitled to such defaulted Distributions.

SECTION 4.2.  Redemption.  (a)  On each Preferred Stock Redemption Date, the Issuer Trust will be required to redeem a Like Amount of Normal APEX and Common Securities at the Preferred Stock Redemption Price.

(b)  On any Junior Subordinated Debentures Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal APEX and Common Securities at the Junior Subordinated Debentures Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital APEX at the Junior Subordinated Debentures Redemption Price and (iii) a Like Amount of Stripped APEX in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped APEX and a payment equal to accrued and unpaid Contract Payments through the date of redemption.

(c)  On each Junior Subordinated Debentures Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital APEX at the Junior Subordinated Debentures Redemption Price.

(d)  If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part (including Capital APEX issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital APEX a Like Amount of Junior Subordinated Debentures.  If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Junior Subordinated Debentures Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Junior Subordinated Debentures.  If a Failed Remarketing occurs and there is a Deferred Junior Subordinated Debentures Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Junior Subordinated Debentures Interest Amount is outstanding to redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Junior Subordinated Debentures.  Any such redemption will be effected by Book-Entry Transfer

31

of Junior Subordinated Debentures in global form if the Junior Subordinated Debentures then settle and clear through the Clearing Agency, and if the Junior Subordinated Debentures do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Junior Subordinated Debentures to the Holders of Capital APEX.

(e)  Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register.  The Depositor shall provide a completed form of notice of redemption not later than five Business Days prior to the date of mailing.  All notices of redemption shall state:

(i)  the Redemption Date;

(ii)  unless the redemption is a redemption of Capital APEX in kind pursuant to Section 4.2(d), the Redemption Price or if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);

(iii)  the CUSIP number or CUSIP numbers of the Capital Securities affected;

(iv)  if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;

(v)  that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on and after said date, except as provided in Section 4.2(f)(ii) below; and

(vi)  if the Capital Securities Certificates are not Book-Entry Capital Securities Certificates on the Redemption Date, the place or places where the Capital Securities Certificates are to be surrendered for the payment of the Redemption Price.

(f)  In the case of a redemption of Normal APEX and Common Securities pursuant to Section 4.2(a) or Capital APEX pursuant to Section 4.2(c), in each case for payment of a cash Redemption Price:

(i)  The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of a Like Amount of Preferred Stock or Junior Subordinated Debentures, as applicable.  Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account from the Depositor’s redemption of

32

Preferred Stock or Junior Subordinated Debentures, as applicable, for the payment of such Redemption Price.

(ii)  If the Property Trustee gives a notice of redemption in respect of any Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(f)(i), the Property Trustee or Paying Agent will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof.  With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities upon surrender of their Capital Securities Certificates.  Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates.  If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Trust Securities will cease to be outstanding.  In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.

(iii)  Subject to Section 4.3(a), if less than all the Outstanding Normal APEX and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Normal APEX and Common Securities to be redeemed shall be allocated pro rata to the Common Securities and the Normal APEX being redeemed based upon the relative Liquidation Amounts of such series.  The particular Normal APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Normal APEX not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Normal APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Normal APEX.  The Property Trustee shall promptly notify the Securities Registrar in writing of the Normal APEX selected for redemption and, in the case of any Normal APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed.  For all purposes of this Trust Agreement,

33

unless the context otherwise requires, all provisions relating to the redemption of Normal APEX shall relate, in the case of any Normal APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Normal APEX that has been or is to be redeemed.

(iv)  If less than all the Outstanding Capital APEX are to be redeemed on a Redemption Date, then the particular Capital APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital APEX not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital APEX.  The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital APEX selected for redemption and, in the case of any Capital APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed.  For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital APEX shall relate, in the case of any Capital APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital APEX that has been or is to be redeemed.

(v)  Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.

SECTION 4.3.  Subordination of Common Securities.  (a)  If on any Distribution Date the Paying Agent lacks funds available from payments of interest, dividends or Contract Payments (as applicable) to make full Distributions then due on all of the outstanding Trust Securities in accordance with Section 4.1 (other than because of the Depositor’s proper exercise of its right to defer payment of Contract Payments or interest on the Junior Subordinated Debentures), then:

(i)  if the deficiency in funds results from the Depositor’s failure to make a full payment of interest on the Junior Subordinated Debentures on an interest payment date for the Junior Subordinated Debentures, then the available funds from the Depositor’s payment of interest on the Junior Subordinated Debentures shall be applied first to make the Distributions then due on the Normal APEX and the Capital APEX on a pro rata basis on such Distribution Date up to the amount of such Distributions corresponding to interest payments on the Junior Subordinated Debentures (or, if less, the amount of the corresponding Distributions that would have been made on the Normal APEX and Capital APEX had the Depositor made a full payment of interest on the Junior Subordinated Debentures) before any such amount is applied to make a Distribution on Common Securities on such Distribution Date;

34

(ii)  if the deficiency in funds results from the Depositor’s failure to make a full payment of Contract Payments on the Stock Purchase Contracts on a payment date for Contract Payments, then the available funds from the Depositor’s payment of Contract Payments shall be applied first to make Distributions then due on the Normal APEX and the Stripped APEX on a pro rata basis on such Distribution Date up to the amount of such Distributions corresponding to the Contract Payments on the Stock Purchase Contracts (or, if less, the amount of the corresponding Distributions that would have been made on the Normal APEX and the Stripped APEX had the Depositor made a full payment of Contract Payments on the Stock Purchase Contracts) before any such amount is applied to make a Distribution on Common Securities on such Distribution Date; and

(iii)  if the deficiency in funds results from the Depositor’s failure to pay a full dividend on shares of Preferred Stock on a dividend payment date for the Preferred Stock, then the available funds from the Depositor’s payment of dividends on the Preferred Stock shall be applied first to make Distributions then due on the Normal APEX and the Stripped APEX if still Outstanding pursuant to Section 4.8 on a pro rata basis on such Distribution Date up to the amount of such Distributions corresponding to dividends on the Preferred Stock (or, if less, the amount of the corresponding Distributions that would have been made on the Normal APEX and the Stripped APEX if still Outstanding pursuant to Section 4.8 had the Depositor paid a full dividend on the Preferred Stock) before any such amount is applied to make a Distribution on Common Securities on such Distribution Date.

(b)  If on any Redemption Date for a redemption pursuant to Section 4.2(a) the Paying Agent lacks funds available from the Depositor’s redemption of shares of Preferred Stock to pay the full Redemption Price then due on all of the outstanding Trust Securities to be redeemed in accordance with Section 4.2, then (i) the available funds shall be applied first to pay the Redemption Price on the Capital Securities to be redeemed on such Redemption Date and (ii) Common Securities shall be redeemed only to the extent funds are available for such purpose after the payment of the full Redemption Price on the Capital Securities to be redeemed, as aforesaid.

(c)  If an Early Termination Event occurs, no Liquidation Distributions shall be made on the Common Securities until full Liquidation Distributions have been made on each Series of Capital Securities in accordance with Section 9.4(d).

(d)  In the case of the occurrence of any Event of Default resulting from any Junior Subordinated Debentures Event of Default or Preferred Stock Default, the Holders of the Common Securities will be deemed to have waived any right to act with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Capital Securities have been so cured, waived or otherwise eliminated.  Until all such Events of Default under this Trust Agreement with respect to the Capital Securities have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Capital Securities and not on behalf of the Holders of the Common Securities, and only the Holders of the Capital Securities will have the right to direct the Property Trustee to act on their behalf.

35

SECTION 4.4.  Payment Procedures.  Payments of cash Distributions (including Additional Amounts, if applicable) in respect of the Capital Securities shall, subject to the next succeeding sentence, be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Capital Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, which shall credit the relevant Persons’ accounts at such Clearing Agency on the applicable Distribution Dates.  A Holder of $1,000,000 or more in aggregate Liquidation Amount of Capital Securities may receive payments of cash Distributions (including any Additional Amounts) by wire transfer of immediately available funds upon written request to the Property Trustee not later than the 15th calendar day, whether or not a Business Day, before the relevant Distribution Date.  Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holders of the Common Securities.

SECTION 4.5.  Tax Returns and Reports.  The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor’s expense, and file all United States Federal, state and local tax and information returns and reports required to be filed by or in respect of the Issuer Trust.  In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service forms required to be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust, and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service forms required to be provided by the Issuer Trust.  The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing.  The Issuer Trustees shall comply with United States Federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Holders under the Trust Securities.

SECTION 4.6.  Payment of Expenses of the Issuer Trust.  The Depositor shall pay to the Trust, and reimburse the Trust for, the full amount of any costs, expenses or liabilities of the Trust (other than obligations of the Trust to pay the Holders of any Capital Securities or other similar interests in the Trust the amounts due such Holders pursuant to the terms of the Capital Securities or such other similar interests, as the case may be), including, without limitation, any taxes, duties or other governmental charges of whatever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority.  Such payment obligation includes any such costs, expenses or liabilities of the Trust that are required by applicable law to be satisfied in connection with a dissolution of the Trust.

SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.  Any amount payable hereunder to any Holder of Capital Securities (or any Owner with respect thereto) shall be reduced by the amount of any

36

corresponding payment such Holder (or Owner) has directly received pursuant to Section 5.8 of the Original Indenture, Section 3.1 of the Stock Purchase Contract Agreement or Section 5.16 of this Trust Agreement.

SECTION 4.8.  Combination of Stripped APEX and Normal APEX after Stock Purchase Date.  If either (x) there has been a Successful Remarketing or (y) there has been a Failed Remarketing but on the Stock Purchase Date there is no Deferred Junior Subordinated Debentures Interest Amount outstanding (but in the case of each of clause (x) and (y) only if the Stock Purchase Contract Agreement is fully performed on the Stock Purchase Date), at the Securities Registrar’s opening of business on the Business Day next succeeding the Stock Purchase Date each Stripped APEX with its $1,000 Liquidation Amount shall automatically be and become a Normal APEX with a $1,000 Liquidation Amount, and each Stripped APEX Certificate (whether or not a Book-Entry Capital Securities Certificate) shall be deemed to represent a number of Normal APEX equal to the number of Stripped APEX represented by such Stripped APEX Certificate immediately prior to the Securities Registrar’s opening of business on such date.  If there has been a Failed Remarketing and on the Stock Purchase Date there is a Deferred Junior Subordinated Debentures Interest Amount outstanding, then Stripped APEX will continue to remain outstanding after the Stock Purchase Date until the first date on which no Deferred Junior Subordinated Debentures Interest Amount is outstanding (including because any notes delivered pursuant to Section 3.5(c) of the Indenture Supplement have been fully paid) and, on the Business Day after all Deferred Junior Subordinated Debentures Interest Amounts have been fully paid, each Stripped APEX with its $1,000 Liquidation Amount shall automatically be and become a Normal APEX with a $1,000 Liquidation Amount, and each Stripped APEX Certificate (whether or not a Book-Entry Capital Securities Certificate) shall be deemed to represent a number of Normal APEX equal to the number of Stripped APEX represented by such Stripped APEX Certificate immediately prior to the Securities Registrar’s opening of business on such date.  On or after such date determined pursuant to either of the two preceding sentences, (a) upon surrender by a Holder of a Stripped APEX Certificate to the Securities Registrar, an Administrative Trustee shall execute and deliver to the Securities Registrar (who shall then deliver to such Holder) a Normal APEX Certificate representing the appropriate number of Normal APEX, and the Securities Registrar shall enter such Holder as appropriate in the Securities Register for the Normal APEX, and (b) as to Normal APEX and Stripped APEX represented by Book-Entry Preferred Securities, the Depositor, the Administrative Trustees, the Property Trustee, the Securities Registrar and the Paying Agent shall cooperate in an effort to cause the Stripped APEX to become Normal APEX in accordance with the rules and procedures of the applicable Clearing Agency (including, in the case of DTC if it is the Clearing Agency, adjustment if necessary or appropriate through DTC’s Deposit/Withdrawal at Custodian (DWAC) system).

37

ARTICLE V

Trust Securities Certificates

SECTION 5.1.  Initial Ownership.  Upon the formation of the Issuer Trust and the contribution by the Depositor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Depositor shall be the sole beneficial owner of the Issuer Trust.  The Depositor agrees to take the position, for United States Federal income tax purposes that (i) the Issuer Trust is not an association or publicly traded partnership taxable as a corporation, and (ii) the Junior Subordinated Debentures constitute indebtedness of the Depositor.

SECTION 5.2.  The Trust Securities Certificates.  The Capital Securities Certificates shall be issued in minimum denominations of one Capital Security and integral multiples thereof (corresponding to $1,000 Liquidation Amount and integral multiples of $1,000 in excess thereof), and the Common Securities Certificates shall be issued in minimum denominations of one Common Security and integral multiples thereof (corresponding to $1,000 Liquidation Amount and integral multiples thereof).  Capital Securities Certificates and Common Securities Certificates shall not be issued in denominations representing fractions of a Capital Security or Common Security, as applicable.  The Trust Securities Certificates shall be executed on behalf of the Issuer Trust by manual signature of at least one Administrative Trustee.  Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, Administrative Trustees shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be Administrative Trustees prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates.  A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Section 5.4, 5.11 or 5.13.

SECTION 5.3.  Execution and Delivery of Trust Securities Certificates.  On the Closing Date, the Administrative Trustees shall cause Trust Securities Certificates representing the number of Trust Securities of the applicable Series provided in Sections 2.4 and 2.5 to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president, any executive vice president or any vice president, treasurer or assistant treasurer or controller, without further corporate action by the Depositor, in authorized denominations.

SECTION 5.4.  Registration of Transfer and Exchange of Capital Securities Certificates.  The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.8, a register or registers for the

38

purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the “Securities Register”) in which the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided.  The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated January 25, 2008 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement.  The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent.  By executing this Trust Agreement, the Depositor appoints U.S. Bank National Association as the initial Securities Registrar.  Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar.  Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee.

Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of them shall execute on behalf of the Issuer Trust and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees.  At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same Series and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.8.  Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Capital Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Capital Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Capital Security so selected for redemption in whole or in part, except, in the case of any Capital Security to be redeemed in part, any portion thereof not to be redeemed.

Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing.  Each Capital Securities Certificate surrendered

39

for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person’s customary practice.

No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

SECTION 5.5.  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.  If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate, and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like series, tenor and denomination.  In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, stolen or destroyed Trust Securities Certificate, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

SECTION 5.6.  Persons Deemed Securityholders.  The Issuer Trustees or the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and none of the Issuer Trustees, the Administrative Trustees and the Securities Registrar shall be bound by any notice to the contrary.

SECTION 5.7.  Access to List of Securityholders’ Names and Addresses.  Each Holder and each Owner shall be deemed to have agreed not to hold the Depositor, the Issuer Trustees or the Securities Registrar accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

SECTION 5.8.  Maintenance of Office or Agency.  The Administrative Trustees shall maintain an office or offices or agency or agencies

40

where Capital Securities Certificates may be surrendered for registration of transfer or exchange and for payment, and where notices and demands to or upon the Issuer Trustees in respect of the Trust Securities Certificates may be served.  The Administrative Trustees initially designate the Securities Registrar’s Corporate Trust Office as its principal corporate trust office for such purposes.  The Administrative Trustees shall give prompt written notice to the Depositor, the Property Trustee and to the Holders of any change in the location of the Securities Register or any such office or agency.

SECTION 5.9.  Appointment of Paying Agent.  The Paying Agent shall make Distributions to Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees.  Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above.  The Administrative Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect.  The Administrative Trustees hereby appoint U.S. Bank National Association as the initial Paying Agent, and authorize U.S. Bank National Association to designate any co-paying agent that is acceptable to the Administrative Trustees and the Depositor.  Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees, the Property Trustee and the Depositor.  In the event that U.S. Bank National Association shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company).  The Administrative Trustees shall cause such successor Paying Agent, any co-paying agent designated by U.S. Bank National Association or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent, co-paying agent or additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent, co-paying agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders.  The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee.  The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply also to the Paying Agent for so long as it shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder, in the same manner that by their terms they apply to the Property Trustee, mutatis mutandis, as modified by the terms of the Agent Agreement.  Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

41

SECTION 5.10.  Ownership of Common Securities by Depositor.  At the Closing Date, the Depositor shall acquire and retain beneficial and record ownership of the Common Securities.  To the fullest extent permitted by law, other than a transfer in connection with a consolidation or merger of the Depositor into another Person, or any conveyance, transfer or lease by the Depositor of its properties and assets substantially as an entirety to any Person pursuant to Section 8.1 of the Original Indenture, any attempted transfer of the Common Securities other than to a direct or indirect subsidiary of the Depositor shall be void.  The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE”.

SECTION 5.11.  Book-Entry Capital Securities Certificates; Common Securities Certificate.  (a)  Except where Definitive Capital Securities Certificates have been issued to Owners pursuant to Section 5.15:

(i)  the provisions of this Section 5.11(a) shall apply and be in full force and effect;

(ii)  the Securities Registrar, the Paying Agent and the Issuer Trustees shall be entitled to deal with the Clearing Agency, or its nominee, for all purposes of this Declaration of Trust relating to the Book-Entry Capital Securities Certificates (including the payment of the Liquidation Amount of and Distributions on the Capital Securities evidenced by Book-Entry Capital Securities Certificates and the giving of instructions or directions to Owners of Capital Securities evidenced by Book-Entry Capital Securities Certificates) as the sole Holder of Capital Securities evidenced by Book-Entry Capital Securities Certificates and shall have no obligations to the Owners thereof, and neither any Clearing Agency Participants nor any other Persons on whose behalf Clearing Agency Participants may act shall have any rights under this Declaration of Trust with respect to any Book-Entry Capital Securities Certificates registered in the name of the Clearing Agency or any nominee thereof or otherwise;

(iii)  to the extent that the provisions of this Section 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.11 shall control; and

(iv)  the rights of the Owners of the Book-Entry Capital Securities Certificates shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants.  Pursuant to the Certificate Depositary Agreement, unless and until Definitive Capital Securities Certificates are issued pursuant to Section 5.15, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the Capital Securities to such Clearing Agency Participants.  Notwithstanding the foregoing, (x) the Holder of a Book-Entry Capital Securities Certificate may grant proxies and otherwise authorize any Person, including the Clearing Agency Participants and other Persons that are Owners, to take any action that a Holder of Capital Securities of the relevant Series is entitled to take under this Trust Agreement or the Capital Securities of the relevant Series, and

42

(y) nothing herein shall prevent the Securities Registrar or the Issuer Trustees from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or shall impair, as between the Clearing Agency and the Clearing Agency Participants, the operation of customary practices governing the exercise of the rights of an Owner of any Capital Security.

(b)  Any Book-Entry Capital Securities Certificate shall represent such number of the Outstanding Capital Securities of the applicable Series as shall be specified therein and may provide that it shall represent the aggregate number of Outstanding Capital Securities of the applicable Series from time to time endorsed thereon and that the aggregate number of Outstanding Capital Securities of the applicable Series represented thereby may from time to time be reduced or increased, as appropriate, to reflect transfers, redemptions or exchanges (including the Exchanges pursuant to Section 5.13).  Any endorsement of a Book-Entry Capital Securities Certificate to reflect the number, or any increase or decrease in the number, of Outstanding Capital Securities of the applicable Series represented thereby shall be made by the Securities Registrar (i) in such a manner and upon instructions given by such Person or Persons as shall be specified in such Capital Securities of the applicable Series or in a Depositor Order to be delivered to the Securities Registrar pursuant to Section 5.3 or (ii) otherwise in accordance with written instructions or such other written form or instructions as is customary for the Clearing Agency for such Capital Securities, from such Clearing Agency or its nominee on behalf of any Person having a beneficial interest in such Book-Entry Capital Securities Certificate.  Subject to the provisions of Section 5.4, the Securities Registrar shall deliver and redeliver any Book-Entry Capital Securities Certificate in the manner and upon instructions given by the Person or Persons specified in such Book-Entry Capital Securities Certificate or in the applicable Depositor Order (and an Administrative Trustee shall execute such Book-Entry Capital Securities Certificate as shall be necessary in order to give effect to the foregoing).

(c)  Any Book-Entry Capital Securities Certificate may be deposited with the Clearing Agency or its nominee, or may remain in the custody of the Certificate Custodian.

(d)  Notwithstanding Section 5.4, transfers of a Book-Entry Capital Securities Certificate shall be limited to transfers in whole, but not in part, to the Clearing Agency, its successors or their respective nominees.  Interests of Owners in a Book-Entry Capital Securities Certificate may be transferred in accordance with the rules and procedures of the Clearing Agency.  Definitive Capital Securities Certificates shall be transferred to Owners in exchange for their beneficial interests in a Book-Entry Capital Securities Certificate if, and only if, either (1) the Clearing Agency notifies the Depositor and the Securities Registrar that it is unwilling or unable to continue as Clearing Agency for the Book-Entry Capital Securities or if at any time the Clearing Agency ceases to be a Clearing Agency registered under the Exchange Act and, in either case, a successor Clearing Agency is not appointed by the Depositor within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the Securities Registrar has received a request from the Clearing Agency to issue Definitive Capital Securities Certificates of each Series in lieu of all or a portion of the Book-Entry Capital Securities (in which case an Administrative Trustee shall execute and deliver Definitive Capital Securities Certificates within 30 days of such request), or (3) the Depositor determines not to have the Capital Securities represented by the Book-Entry Capital Securities Certificates.

43

(e)  In connection with any transfer of a portion of the beneficial interests in a Book-Entry Capital Securities Certificate to Owners pursuant to this Section 5.11, the Securities Registrar shall reflect on its books and records the date and a decrease in the number of Book-Entry Capital Securities of the applicable Series in an amount equal to the number of such Capital Securities of the applicable Series to be transferred, and an Administrative Trustee shall execute and deliver one or more Definitive Capital Securities Certificates of the same Series representing the appropriate number of Capital Securities of such Series.

(f)  In connection with the transfer of all the beneficial interests in a Book-Entry Capital Securities Certificate to Owners pursuant to this Section 5.11, the Book-Entry Capital Securities Certificates shall be deemed to be surrendered to the Securities Registrar for cancellation, and an Administrative Trustee shall execute and deliver to each Owner identified by the Clearing Agency in exchange for its beneficial interest in the Book-Entry Capital Securities Certificate being canceled, a Definitive Capital Security Certificate representing an equal number of Capital Securities of the applicable Series.

(g)  None of the Issuer Trustees, the Securities Registrar, the Paying Agent or the Depositor will have any responsibility or liability for any acts or omissions of any Clearing Agency with respect to any Book-Entry Capital Securities, or any aspect of the records relating to, or payments made on account of, Capital Securities by the Clearing Agency, or for maintaining, supervising or reviewing any records of the Clearing Agency relating to the Capital Securities, or for any transactions between or among a Clearing Agency and a Clearing Agency Participant and/or an Owner of a beneficial interest in any Book-Entry Capital Securities for transfers of beneficial interests in any Book-Entry Capital Securities.  None of the Issuer Trustees, the Securities Registrar, the Paying Agent or the Depositor shall be liable for any delay by the Clearing Agency in identifying Owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from the Clearing Agency for all purposes (including with respect to the registration and delivery, in the respective amounts, of Definitive Capital Securities Certificates to be issued).

(h)  A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

SECTION 5.12.  Notices to Clearing Agency.  To the extent that a notice or other communication to the Owners is required under this Trust Agreement, for so long as Capital Securities are represented by Book-Entry Capital Securities Certificates, the Issuer Trustees shall give all such notices and communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligation to give such notice or other communication to the Owners.

SECTION 5.13.  Exchanges.  (a)  This Section 5.13 provides for the procedures pursuant to which Holders:

(i)  of Normal APEX may exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX; and

44

(ii)  of Stripped APEX and Capital APEX may exchange Stripped APEX and Capital APEX for Normal APEX and Pledged Treasury Securities (each, an “Exchange”, and the terms “Exchanged”, “Exchanging” and “Exchanges” having correlative meanings).  All deposits, deliveries or transfers by a Holder pursuant to this Section 5.13 of Normal APEX, Capital APEX and U.S. Treasury securities (including Qualifying Treasury Securities) shall be made by Book-Entry Transfer unless the recipient of such deposit, delivery or transfer expressly agrees otherwise in writing.

(b)  Subject to the conditions set forth in this Trust Agreement, during any Exchange Period a Holder of Normal APEX may effect an Exchange of Normal APEX and Qualifying Treasury Securities having a principal amount equal to the Liquidation Amount of such Normal APEX for Stripped APEX and Capital APEX, each having a Liquidation Amount equal to the Liquidation Amount of such Normal APEX to be Exchanged, by:

(i)  depositing with the Collateral Agent the U.S. Treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal APEX being Exchanged;

(ii)  transferring the Normal APEX being Exchanged to the Securities Registrar; and

(iii)  delivering to the Collateral Agent and the Securities Registrar, together with the deposit of Qualifying Treasury Securities deposited pursuant to clause (i) and the transfer of Normal APEX pursuant to clause (ii), a duly executed and completed “Stripping Notice and Request” in the form printed on the reverse side of the form of Normal APEX Certificate (x) stating that the Holder is depositing the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that the Holder is transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and (z) requesting the delivery to the Holder of such Stripped APEX and Capital APEX.

(c)  Upon the deposit and transfer pursuant to Section 5.13(b) and receipt of the notice and request referred to in Section 5.13(b)(iii):

(i)  the Collateral Agent will release Pledged Junior Subordinated Debentures of a Like Amount from the Pledge, transfer such Pledged Junior Subordinated Debentures to the Custody Account free and clear of the Depositor’s security interest therein, and confirm to the Property Trustee in writing that such release and transfer has occurred;

(ii)  the Collateral Agent shall continue to hold such Junior Subordinated Debentures in the Custody Account as Custodial Agent for the Issuer Trust in connection with Capital APEX for which such Junior Subordinated Debentures are Corresponding Assets; and

(iii)  the Securities Registrar, pursuant to the procedures provided for in Section 5.11 dealing with increasing and decreasing the number of Capital Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel the number of

45

Normal APEX transferred pursuant to Section 5.13(b)(ii) and deliver a Like Amount of Stripped APEX and Capital APEX to the Holder, all by making appropriate notations on the Book-Entry Capital Securities Certificates of the appropriate Series.

(d)  Subject to the conditions set forth in this Trust Agreement, during any Exchange Period a Holder of Stripped APEX and Capital APEX may effect an Exchange of Stripped APEX and Capital APEX for Normal APEX and Pledged Treasury Securities having a principal amount equal to the Liquidation Amount of each of the Stripped APEX and Capital APEX being Exchanged, by:

(i)  transferring the Stripped APEX and the Capital APEX being Exchanged to the Securities Registrar; and

(ii)  delivering to the Securities Registrar, together with the transfer of Stripped APEX and Capital APEX pursuant to clause (i), and concurrently delivering to the Collateral Agent a duly executed and completed “Recombination Notice and Request” in the form printed on the reverse side of the form of Capital APEX Certificate and Stripped APEX Certificate, (x) stating that the Holder is transferring the related Stripped APEX and Capital APEX to the Securities Registrar in connection with the Exchange of such Stripped APEX and Capital APEX for a Like Amount of each of Normal APEX and Pledged Treasury Securities, (y) requesting the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to the Liquidation Amount of each of the Stripped APEX and Capital APEX being exchanged, and (z) requesting the Securities Registrar to deliver to the Holder Normal APEX of a Like Amount.

(e)  Upon the transfer pursuant to Section 5.13(d) and receipt of the notice and request referred to in Section 5.13(d):

(i)  the Collateral Agent will release Pledged Treasury Securities of a Like Amount from the Pledge and deliver such formerly Pledged Treasury Securities to the Holder free and clear of the Depositor’s security interest therein, and confirm in writing to the Property Trustee and the Administrative Trustees that such release and transfer has occurred;

(ii)  the Collateral Agent will transfer a Like Amount of Junior Subordinated Debentures from the Custody Account to the Collateral Account, re-subjecting such Junior Subordinated Debentures to the Pledge; and

(iii)  the Securities Registrar, pursuant to the procedures provided for in Section 5.11 dealing with increasing and decreasing the number of Capital Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel the number of Stripped APEX and Capital APEX delivered pursuant to Section 5.13(d) and deliver a Like Amount of Normal APEX to the Holder, all by making appropriate notations on the Book-Entry Capital Securities Certificates of the appropriate Series.

SECTION 5.14.  Remarketing Elections.  (a)  This Section 5.14 provides for the procedures pursuant to which a Holder:

46

(i)  of Normal APEX may elect (a “Contingent Exchange Election”) to cause the Pledged Junior Subordinated Debentures that are Corresponding Assets for such Holder’s Normal APEX not to be offered in a Remarketing, with the consequence that such Holder will receive in exchange Stripped APEX and Capital APEX in a Like Amount if the Remarketing is Successful; and

(ii)  of Capital APEX may elect (a “Contingent Disposition Election”) to cause the Junior Subordinated Debentures that are Corresponding Assets for such Holder’s Capital APEX to be offered in the Remarketing, with the consequence that such Holder will receive the cash proceeds, net of the allocable portion of the Remarketing Agent’s fee, of the Remarketing of such Junior Subordinated Debentures.

(b)  Upon the written instruction of the Depositor, the Property Trustee shall give appropriate instructions to the Collateral Agent and the Remarketing Agent in accordance with the Remarketing Agreement to offer for sale in each Remarketing, and if the Remarketing is Successful sell as part of such Remarketing, a principal amount of Junior Subordinated Debentures (or, if the Depositor shall have elected to remarket the Junior Subordinated Debentures in the form of New Capital Securities, a liquidation amount of New Capital Securities) equal to 100% of the principal amount of Junior Subordinated Debentures included in the Trust Property minus the sum of (x) the Liquidation Amount of Normal APEX as to which a Contingent Exchange Election has been made and (y) the Liquidation Amount of Capital APEX other than Capital APEX as to which a Contingent Disposition Election has been made.

(c)  All deposits, deliveries or transfers by a Holder pursuant to this Section 5.14 of Normal APEX, Capital APEX and U.S. Treasury securities (including Qualifying Treasury Securities) shall be made by Book-Entry Transfer unless the recipient of such deposit, delivery or transfer expressly agrees otherwise in writing.

(d)  Subject to the conditions set forth in this Trust Agreement, a Holder of Normal APEX may make a Contingent Exchange Election by:

(i)  during the period that commences with the Collateral Agent’s and the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, transferring the Normal APEX that are the subject of such Contingent Exchange Election to the Securities Registrar, accompanied by a duly executed and completed “Notice of Contingent Exchange Election” in the form printed on the reverse side of the form of Normal APEX Certificate; and

(ii)  by not later than 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, depositing with the Collateral Agent, the U.S. Treasury security that is the Qualifying Treasury Security on the date of deposit, in the amount of $1,000 for each Normal APEX that is subject to the Contingent Exchange Election.

47

(e)  If a Holder has made an effective Contingent Exchange Election in accordance with the foregoing provisions:

(i)  if the related Remarketing is Successful:

(x) the Collateral Agent will release Pledged Junior Subordinated Debentures of a Like Amount from the Pledge, transfer such Junior Subordinated Debentures to the Custody Account free and clear of the Depositor’s security interest therein, deposit in the Collateral Account as Pledged Treasury Securities the Qualifying Treasury Securities deposited with the Collateral Agent pursuant to Section 5.14(d)(ii) and confirm to the Property Trustee and the Administrative Trustees in writing that such release of transfers has occurred;

(y) the Collateral Agent shall continue to hold such Junior Subordinated Debentures in the Custody Account as Custodial Agent for the Issuer Trust in connection with Capital APEX for which such Junior Subordinated Debentures are Corresponding Assets; and

(z) the Securities Registrar, pursuant to the procedures provided for in Section 5.11 dealing with increasing and decreasing the number of Capital Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel the number of Normal APEX transferred pursuant to Section 5.14(d)(i) and deliver a Like Amount of Capital APEX and Stripped APEX to the Holder, all by making appropriate notations on the Book-Entry Capital Securities Certificates of the appropriate Series; and

(ii)  if the related Remarketing is not Successful:

(x) promptly after the last day of the Remarketing Period, the Collateral Agent will deliver back to such Holder the Qualifying Treasury Securities delivered by such Holder to the Collateral Agent pursuant to the Section 5.14(d)(ii); and

(y) the Securities Registrar will disregard the delivery by such Holder of Normal APEX pursuant to Section 5.14(d)(i), with the consequence that such Holder shall be deemed continued to hold such Normal APEX.

(f)  Subject to the conditions set forth in this Trust Agreement, a Holder of Capital APEX may make a Contingent Disposition Election by, during the period that commences with the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, transferring the Capital APEX that are the subject of such Contingent Disposition Election to the Securities Registrar, accompanied by a duly completed “Notice of Contingent Disposition Election” in the form printed on the reverse side of the form of Capital APEX Certificate.

48

(g)  If a Holder has made an effective Contingent Disposition Election in accordance with the foregoing provisions:

(i)  if the related Remarketing is Successful:

(x) the Securities Registrar, pursuant to the procedures provided for in Section 5.11 dealing with increasing and decreasing the number of Capital Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel the number of Capital APEX transferred pursuant to Section 5.14(f); and

(y) on or promptly after the Remarketing Settlement Date, the Collateral Agent will pay to the Property Trustee or its designee, and the Property Trustee through the Paying Agent will pay to such Holder, an amount in cash for each Capital APEX subject to such Contingent Disposition Election equal to the proceeds of sale of $1,000 principal amount of Junior Subordinated Debentures, net of a pro rata portion of the Remarketing Agent’s fee, in the Remarketing; and

(ii)  if the Remarketing is not Successful, the Securities Registrar will disregard the delivery by such Holder of Capital APEX pursuant to Section 5.14(f), with the consequence that such Holder shall continue to hold such Capital APEX.

SECTION 5.15.  Definitive Capital Securities Certificates.  The Capital Securities Certificates issued at the Time of Delivery shall be issued as Book-Entry Capital Securities Certificates in accordance with Section 2.4.  Additionally, if (a) the Depositor advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its duties with respect to the Capital Securities Certificates and the Depositor is unable locate a qualified successor, (b) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (c) after the occurrence of a Junior Subordinated Debentures Event of Default, Owners of Capital Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Capital Securities of all Series, considered together as a single Series, advise the Administrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Capital Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency shall notify all Owners of Capital Securities of the occurrence of any such event and of the availability of the Definitive Capital Securities Certificates to Owners of such Series, as applicable, requesting the same.  Upon surrender to the Administrative Trustees of the Capital Securities Certificate or Certificates representing the Book-Entry Capital Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Capital Securities Certificates in accordance with the instructions of the Clearing Agency.  Neither the Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on,

49

such instructions.  Upon the issuance of Definitive Capital Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Capital Securities Certificates as holders of Trust Securities.  The Definitive Capital Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees that meets the requirements of any stock exchange or automated quotation system on which the Capital Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

SECTION 5.16.  Rights of Securityholders; Waivers of Past Defaults. 
(a)  The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such), on behalf of the Issuer Trust, subject to and in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Issuer Trust except as described below.  The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement.  The Capital Securities shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and nonassessable beneficial interests in the Issuer Trust.  The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to shareholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(b)  For so long as any Capital Securities of the Affected Series remain Outstanding, if, upon a Junior Subordinated Debentures Event of Default, the Junior Subordinated Debentures Trustee fails or the holders of not less than 25% in principal amount of the outstanding Junior Subordinated Debentures fail to declare the principal of all of the Junior Subordinated Debentures to be immediately due and payable, the Property Trustee or the Holders of at least 25% in Liquidation Amount of the Capital Securities of the Affected Series then Outstanding, considered together as a single class, shall have the right to make such declaration by a notice in writing to the Depositor, the Junior Subordinated Debentures Trustee and the Property Trustee, in the case of notice by the Holders of the Capital Securities of the Affected Series, or to the Depositor, the Junior Subordinated Debentures Trustee and the Holders of the Capital Securities of the Affected Series, in the case of notice by the Property Trustee, and upon any such declaration such principal amount of and the accrued interest on all of the Junior Subordinated Debentures shall become immediately due and payable as provided in the Indenture, provided, however, that the payment of principal and interest on such Junior Subordinated Debentures shall remain subordinated to the extent provided in the Indenture.

At any time after a declaration of acceleration with respect to the Junior Subordinated Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Junior Subordinated Debentures Trustee as provided in the

50

Indenture, the Holders of at least a Majority in Liquidation Amount of the Capital Securities of the Affected Series, considered together as a single class, by written notice to the Property Trustee, the Depositor and the Junior Subordinated Debentures Trustee, may rescind and annul such declaration and its consequences if:

(i)  the Depositor has paid or deposited with the Junior Subordinated Debentures Trustee a sum sufficient to pay

(A)  all overdue installments of interest (including any Additional Interest (as defined in the Indenture)) on all of the Junior Subordinated Debentures,

(B)  the principal of (and premium, if any, on) any Junior Subordinated Debentures that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest (as defined in the Indenture)) thereon at the rate borne by the Junior Subordinated Debentures, and

(C)  all sums paid or advanced by the Junior Subordinated Debentures Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Junior Subordinated Debentures Trustee, its agents and counsel; and

(ii)  all Events of Default with respect to the Junior Subordinated Debentures, other than the non-payment of the principal of the Junior Subordinated Debentures that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the Original Indenture.

The Holders of at least a Majority in Liquidation Amount of the Capital Securities of the Affected Series, considered together as a single class, may, on behalf of the Holders of all the Capital Securities of the Affected Series, waive any past default under the Indenture, except a default in the payment of principal or interest (unless such default has been cured or annulled as provided in Section 5.3 of the Indenture and the Company has paid or deposited with the Junior Subordinated Debentures Trustee a sum sufficient to pay all overdue installments of interest (including any Additional Interest (as defined in the Indenture)) on the Junior Subordinated Debentures, the principal of (and premium, if any, on) any Junior Subordinated Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Junior Subordinated Debentures, and all sums paid or advanced by the Junior Subordinated Debentures Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Junior Subordinated Debentures Trustee and the Property Trustee, their agents and counsel) or a default in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Debentures.  No such rescission shall affect any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital Securities of the Affected Series a record date shall be established for determining Holders of Outstanding Capital Securities of the Affected Series entitled to join in such notice, which record date shall be

51

at the close of business on the day the Property Trustee receives such notice.  The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, however, that unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect.  Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.16(b).

(c)  For so long as any Capital Securities of the Affected Series remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Indenture, upon a Junior Subordinated Debentures Event of Default specified in the Indenture Supplement, any Holder of Capital Securities of the Affected Series shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 5.8 of the Original Indenture, for enforcement of payment to such Holder of any amounts payable in respect of a Like Amount of Junior Subordinated Debentures (a “Direct Action”).  Except as set forth in Section 5.16(b) and this Section 5.16(c), the Holders of Capital Securities of the Affected Series shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Junior Subordinated Debentures.

(d)  For so long as any Capital Securities of the Affected Series remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Stock Purchase Contract Agreement, if the Depositor fails to pay when due any Contract Payments under the Stock Purchase Contract Agreement (after giving effect to the Depositor’s deferral right under Section 2.7 of the Stock Purchase Contract Agreement), any Holder of Capital Securities of the Affected Series shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 3.1 of the Stock Purchase Contract Agreement, for enforcement of payment to such Holder of any amounts payable in respect of a Like Amount of Stock Purchase Contracts (also a “Direct Action”).  Except as set forth in this Section 5.16(d), the Holders of Capital Securities of the Affected Series shall have no right to exercise directly any right or remedy under the Stock Purchase Contract Agreement available to the Issuer Trust (acting through the Property Trustee) as a party thereto.

(e)  Except as otherwise provided in Sections 5.16(a), (b), (c) and (d), the Holders of at least a Majority in Liquidation Amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences.  Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising there from shall be deemed to have been cured, for every purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

52

SECTION 5.17.  CUSIP Numbers.  The Administrative Trustees in issuing the Capital Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Capital Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Capital Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Administrative Trustees will promptly notify the Property Trustee of any change in the CUSIP numbers.

SECTION 5.18.  Remarketing Procedures.  (a)  The Depositor will give notice to the Property Trustee of a Remarketing at least 28 days prior to the first day of the related Remarketing Period.  Upon written instruction of the Depositor (accompanied by a notice prepared in accordance with the requirements of this Section 5.18), the Property Trustee will give holders of Normal APEX and Capital APEX, and will request that the Clearing Agency give to its participants holding Normal APEX or Capital APEX, notice of a Remarketing at least 21 days prior to the first day of the related Remarketing Period.  Such notices will set forth:

(i)  the beginning and ending dates of the Remarketing Period and the applicable Remarketing Settlement Date and Stock Purchase Date in the event the Remarketing is successful;

(ii)  for interest periods for the Junior Subordinated Debentures commencing on or after the Remarketing Settlement Date, the applicable interest payment dates and related record dates;

(iii)  any change in the stated maturity date of the Junior Subordinated Debentures and, if applicable, the date on and after which the Depositor will have the right to redeem the Junior Subordinated Debentures other than pursuant to a Special Event (which is subject to Section 4.2 of the Indenture Supplement);

(iv)  whether the Depositor’s obligations under the Junior Subordinated Debentures will no longer be subordinated to Senior Indebtedness (as defined in the Indenture) and no longer be subject to deferral after the Remarketing Settlement Date;

(v)  any other changes in the terms of the Junior Subordinated Debentures notified by the Depositor in connection with such Remarketing pursuant to Section 4.2 of the Indenture Supplement (including on a Final Remarketing that is a Failed Remarketing, any change in the Stated Maturity Date (as defined in the Indenture) and, if applicable, the date on or after which the Issuer Trust will have the right to redeem the Junior Subordinated Debentures other than pursuant to a Special Event (which is subject to Section 4.2 of the Indenture Supplement));

53

(vi)  the procedures a Holder of Normal APEX must follow to elect to exchange its Normal APEX for Stripped APEX and Capital APEX if the Remarketing is Successful, and the date by which such election must be made; and

(vii)  the procedures a Holder of Capital APEX must follow to elect to dispose of its Capital APEX in connection with a Remarketing and the date by which such election must be made.

ARTICLE VI

Acts of Holders; Meetings; Voting

SECTION 6.1.  Limitations on Voting Rights.  (a)  Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

(b)  So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Junior Subordinated Debentures Trustee, or execute any trust or power conferred on the Junior Subordinated Debentures Trustee with respect to the Junior Subordinated Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Original Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required by the Holders of the Junior Subordinated Debentures pursuant to the terms of the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal APEX and the Capital APEX then Outstanding, considered together as a single class; provided, however, that where a consent under the Indenture would require the consent of each holder of Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Normal APEX and Capital APEX.  The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Normal APEX and the Capital APEX, except by a subsequent vote of the Holders of the Normal APEX and the Capital APEX.  The Property Trustee shall notify all Holders of the Normal APEX and the Capital APEX of any notice of default received with respect to the Junior Subordinated Debentures.  In addition to obtaining the foregoing approvals of the Holders of the Normal APEX and the Capital APEX, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes.

54

(c)  For so long as any Stock Purchase Contracts are outstanding, at the request of the Depositor the Property Trustee may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Capital Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or questions, provided, however, that such action pursuant to this clause (vi) shall not adversely affect the interest of the Holders of Capital Securities of any Series in any material respect.  At the request of the Depositor the Property Trustee may, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal APEX and Stripped APEX then Outstanding, considered together as a single class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal APEX and Stripped APEX then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Junior Subordinated Debentures or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Junior Subordinated Debentures or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Junior Subordinated Debentures or Pledged Treasury Securities, (C) change the place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts.

(d)  So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal APEX and the Stripped APEX then Outstanding, considered together as a single class.  Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Depositor’s articles of organization that would change the dates on which dividends are payable on the Preferred Stock or the amount of such dividends, without the prior written consent of each Holder of Normal APEX and Stripped APEX.  In addition to obtaining the foregoing approvals of the Holders of Normal APEX and Stripped APEX, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an

55

association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes.

(e)  If any proposed amendment to or modification of the Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement provides for, or any of the Issuer Trustees otherwise proposes to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities of any Series in a manner that is different from the manner in which it would affect the Capital Securities of other Series, whether by way of amendment to or modification of the Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement or otherwise, or (ii) the dissolution and winding up of the Issuer Trust other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Capital Securities of such Series will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities of such Series.  Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be classified as an association or publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes.

(f)  No amendment to or modification of any Transaction Document that adversely affects the rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent, the Securities Intermediary or the Custodial Agent shall be effective as against any such affected party without its consent.

(g)  The Property Trustee may request a vote or seek the consent of the Holders of the applicable series of APEX in connection with any matters on which it is permitted to exercise voting or other consensual rights with respect to the Junior Subordinated Debentures pursuant to Section 7.01 of the Collateral Agreement.

SECTION 6.2.  Notice of Meetings.  Notice of all meetings of the Holders of the Capital Securities of any one or more Series, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 12.8 to each Holder of Capital Securities of each Series entitled to attend such meeting, at such Holder’s registered address, at least 15 days and not more than 90 days before the meeting.  At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting.  Any adjourned meeting may be held as adjourned without further notice.

SECTION 6.3.  Meetings of Securityholders of the Capital Securities.  No annual meeting of Securityholders is required to be held.  The Administrative Trustees, however, shall call a meeting of the Securityholders of the Capital Securities of a Series to vote on any matter upon the written request of the Securityholders of at least 25% in aggregate Liquidation Amount of the Outstanding Capital Securities of such Series; the Administrative Trustees shall call a meeting of the Securityholders of the Capital Securities of all Series to

56

vote on any matter upon the written request of the Securityholders of at least 25% in aggregate Liquidation Amount of the Outstanding Capital Securities of all Series, considered together; and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Capital Securities of any Series to vote on any matters as to which such Holders are entitled to vote.

The Holders of record of 50% of the Capital Securities of the Applicable Series entitled to attend a meeting, present in person or by proxy, shall constitute a quorum at any meeting of the Securityholders of the Capital Securities.

If a quorum is present at a meeting, an affirmative vote by the Securityholders present, in person or by proxy, holding Capital Securities representing at least a Majority in Liquidation Amount of the Capital Securities of the Applicable Series entitled to attend such meeting held by the Holders present, either in person or by proxy, at such meeting shall constitute the action of the Holders of the Capital Securities of the Applicable Series invited to attend such meeting, unless this Trust Agreement requires a greater number of affirmative votes.

Any and all meetings of the Securityholders shall be held outside of the Commonwealth of Massachusetts.

SECTION 6.4.  Voting Rights.  Holders shall be entitled to one vote for each $1,000 of Liquidation Amount represented by their Outstanding Trust Securities in respect of any matter as to which such Securityholders are entitled to vote.

SECTION 6.5.  Proxies, Etc.  At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided, however, that no proxy shall be voted at any meeting unless it shall have been placed on file with the Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification prior to the time at which such vote shall be taken.  Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee.  Only Holders of record shall be entitled to vote.  When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities.  A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.  No proxy shall be valid more than three years after its date of execution.

SECTION 6.6.  Holder Action by Written Consent.  Any action that may be taken by Holders at a meeting may be taken without a meeting and without prior notice if Holders holding at least a Majority in Liquidation Amount

57

of all Capital Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

SECTION 6.7.  Record Date for Voting and Other Purposes.  For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrative Trustees may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

SECTION 6.8.  Acts of Holders.  Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Administrative Trustees.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that any Issuer Trustee receiving the same deems sufficient.

The ownership of Trust Securities shall be proved by the Securities Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of the same Trust Security and the Holder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Issuer Trustees, or the Issuer Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security.

58

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount.

If any dispute shall arise between the Holders and the Issuer Trustees or among the Holders or the Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

A Holder may institute a legal proceeding directly against the Depositor under the Guarantee Agreement to enforce its rights under the Guarantee Agreement without first instituting a legal proceeding against the Issuer Trust or any person or entity.

SECTION 6.9.  Inspection of Records.  Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Issuer Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder.

SECTION 6.10.  All Votes Must Be Made by a United States Person.  Voting and consensual rights available to or in favor of Holders or Owners under this Trust Agreement may be exercised only by a United States Person that is a beneficial owner of a Trust Security or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of a Trust Security that is not a United States Person.  Holders that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to such voting and consensual rights.

ARTICLE VII

Representations and Warranties

SECTION 7.1.  Representations and Warranties of the Property Trustee and the Delaware Trustee.  The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Holders that:

(a)  the Property Trustee is a national banking association, duly organized and validly existing under the laws of the United States;

(b)  the Property Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

59

(c)  the Delaware Trustee is a limited purpose trust company, duly organized and validly existing under the laws of the State of Delaware with its principal place of business in the State of Delaware;

(d)  the Delaware Trustee has full limited purpose trust company power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

(e)  this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(f)  the execution, delivery and performance of this Trust Agreement do not require any approval of stockholders of the Property Trustee and the Delaware Trustee and such execution, delivery and performance will not (i) violate the charter or by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware (with respect to the Delaware Trustee) or the State of New York (with respect to the Property Trustee), as the case may be, in each case governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;

(g)  neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as the case may be) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law of the United States or the State of Delaware (with respect to the Delaware Trustee) or the State of New York (with respect to the Property Trustee), in each case governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context); and

(h)  there are no proceedings pending or, to the best of each of the Property Trustee’s and the Delaware Trustee’s knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Issuer Trust or would question the right, power

60

and authority of the Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

If an Event of Default has occurred (that has not been cured or waived pursuant to Section 5.16), the Property Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

SECTION 7.2.  Representations and Warranties of Depositor.

The Depositor hereby represents and warrants for the benefit of the Holders that:

(a)  the Trust Securities Certificates issued at the Time of Delivery on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; and

(b)  there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by any Issuer Trustee of this Trust Agreement.

ARTICLE VIII

The Issuer Trustees

SECTION 8.1.  Certain Duties and Responsibilities.  (a)  The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.  Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this Section.  To the extent that, at law or in equity, an Issuer Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s good faith reliance on the provisions of this Trust Agreement.  Except as otherwise required by the Trust Indenture Act and the Commission’s rules thereunder applicable to indentures qualified under such Act, the provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Issuer Trustees.

61

(b)  All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof.  Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Issuer Trustees are not personally liable to such Holder for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security.  This Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

(c)  The Property Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Agreement (including pursuant to Section 12.11), and no implied covenants shall be read into this Trust Agreement against the Property Trustee.

(d)  No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that:

(i)  prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A)  the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Trust Agreement (including pursuant to Section 12.11), and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement (including pursuant to Section 12.11); and

(B)  in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Trust Agreement;

(ii)  the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

(iii)  the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction (and the Property Trustee shall be entitled in writing to request, and upon such request to receive

62

such written direction) of the Depositor or the Holders of at least a Majority in Liquidation Amount of the Capital Securities of all Affected Series considered together as a single Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement;

(iv)  the Property Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Junior Subordinated Debentures and the Payment Account shall be (A) before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, to undertake to perform only such duties as are specifically set forth in this Trust Agreement and the Trust Indenture Act, and (B) in case an Event of Default has occurred (that has not been cured or waived pursuant hereto), to exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act;

(v)  the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and

(vi)  the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees, the Depositor, the Collateral Agent, the Securities Registrar, the Custodial Agent, the Paying Agent, the Remarketing Agent or any other Person, with their respective duties under this Trust Agreement or any Transaction Document, nor shall the Property Trustee be liable for the default or misconduct of any other Issuer Trustee, the Depositor, the Collateral Agent, the Securities Registrar, the Custodial Agent, the Paying Agent, the Remarketing Agent or any other Person.

SECTION 8.2.  Certain Notices.  Within 30 days after the occurrence of any Event of Default actually known to a Responsible Officer of the Property Trustee or the Administrative Trustees, the Property Trustee or the Administrative Trustees shall transmit, in the manner and to the extent provided in Section 12.8, notice of such Event of Default to the Holders of each Affected Series, unless such Event of Default shall have been cured or waived.

For so long as Junior Subordinated Debentures are included within the Trust Property, within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer the payment of interest on the Junior Subordinated Debentures pursuant to the Indenture, the Property Trustee or the Administrative Trustees shall transmit, in the manner and to the extent provided in Section 12.8, notice of such exercise to the Holders of the Normal APEX and the Capital APEX, unless by like notice such exercise shall have been revoked.

63

If during any calendar year any original issue discount shall have accrued on the Junior Subordinated Debentures, the Depositor shall file with each Paying Agent (including the Property Trustee if it is a Paying Agent) promptly at the end of such calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Junior Subordinated Debentures as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

For so long as Stock Purchase Contracts are included within the Trust Property, within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer Contract Payments, the Property Trustee or the Administrative Trustees shall transmit, in the manner and to the extent provided in Section 12.8, notice of such exercise to the Holders of the Normal APEX and the Stripped APEX, unless such exercise shall have been revoked.

For so long as shares of Preferred Stock are included within the Trust Property, within five Business Days after the receipt of notice of the Depositor’s determination not to pay dividends on a dividend payment date, the Property Trustee shall transmit, in the manner and to the extent provided in Section 12.8, notice of such decision to the Holders of the Normal APEX and Stripped APEX, unless such notice shall have been revoked.

The Property Trustee shall not be deemed to have knowledge of any Event of Default unless the Property Trustee shall have received written notice or a Responsible Officer of the Property Trustee having direct responsibility for the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

SECTION 8.3.  Certain Rights of Property Trustee.  Subject to the provisions of Section 8.1:

(a)  the Property Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, judgment, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document (including e-mail, facsimile or other electronic transmission) believed by it to be genuine and to have been signed or presented by the proper Person or Persons (without being required to determine the correctness of any fact stated therein);

(b)  if (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide between alternative courses of action, (ii) in construing any of the provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Holders of the Capital Securities are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor requesting the Depositor’s opinion as to the course of action to be taken; provided, however, that if the Depositor fails to deliver such opinion, the Property Trustee may take such action, or refrain from taking such action, as the Property Trustee shall deem

64

advisable and in the interests of the Holders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or wilful misconduct;

(c)  any direction or act of the Depositor contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;

(d)  whenever in the administration of this Trust Agreement, the Property Trustee shall deem it desirable that a matter be established before undertaking, suffering or omitting any action hereunder, the Property Trust (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Depositor;

(e)  the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or re-registration thereof;

(f)  the Property Trustee may consult with counsel of its own selection (which counsel may be counsel to the Depositor or any of its Affiliates, and may include any of its employees) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction;

(g)  the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the Property Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(h)  the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Holders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit;

(i)  the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Property Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;

(j)  whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (i) may request instructions from the Holders (which instructions may only be given by the Holders of

65

the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in acting in accordance with such instructions; and

(k)  except as otherwise expressly provided by this Trust Agreement, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement.

No provision of this Trust Agreement shall be deemed to impose any duty or obligation on any Issuer Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which such Person shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation.  No permissive power or authority available to any Issuer Trustee shall be construed to be a duty.

SECTION 8.4.  Not Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust and the Depositor, and the Issuer Trustees do not assume any responsibility for their correctness.  The Issuer Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Junior Subordinated Debentures.

SECTION 8.5.  May Hold Securities.  Except as provided in the definition of the term “Outstanding” in Article I, any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13, may otherwise deal with the Issuer Trust with the same rights it would have if it were not Issuer Trustee or such other agent.

SECTION 8.6.  Compensation; Indemnity; Fees.  The Depositor agrees:

(a)  to pay to the Issuer Trustees from time to time such reasonable compensation for all services rendered by them hereunder as may be separately agreed by the Depositor and the Issuer Trustees from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)  except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by their own negligence or bad faith; and

(c)  to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer Trustee, (iii) any officer,

66

director, shareholder, employee, representative or agent of any Issuer Trustee, and (iv) any employee or agent of the Issuer Trust (referred to herein as an “Indemnified Person”) from and against any loss, damage, liability, action, suit, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or dissolution of the Issuer Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence, bad faith or wilful misconduct with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and the removal or resignation of any Issuer Trustee.  No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due pursuant to this Section 8.6.

Notwithstanding any provision of law or equity, the Depositor or any Issuer Trustee in its individual capacity may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not be deemed wrongful or improper.  Notwithstanding any provision of law or equity, neither the Depositor nor any Issuer Trustee shall be obligated to present any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to the Issuer Trust, could be taken by the Issuer Trust, and the Depositor and any Issuer Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity.  Notwithstanding any provision of law or equity, any Issuer Trustee in its individual capacity may engage or be interested in any financial or other transaction with the Depositor or any Affiliate of the Depositor, or may act as Depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Depositor or its Affiliates.

SECTION 8.7.  Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrative Trustees.  (a)  There shall at all times be a Property Trustee hereunder with respect to the Trust Securities.  The Property Trustee shall be a Person that is a national or state chartered bank and eligible pursuant to the Trust Indenture Act to act as such and that has a combined capital and surplus of at least $50,000,000.  If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.  At the time of appointment, the Property Trustee must

67

have securities rated in one of the three highest rating categories by a nationally recognized statistical rating system.

(b)  There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities.  Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity.

(c)  There shall at all times be a Delaware Trustee.  The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware, or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law and that shall act through one or more persons authorized to bind such entity.

SECTION 8.8.  Conflicting Interests.  (a)  If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Agreement.

(b)  The Guarantee Agreement and the Indenture shall be deemed to be specifically described in this Trust Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

SECTION 8.9.  Co-Trustees and Separate Trustee.  Unless and until a Junior Subordinated Debentures Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Holder of Common Securities and the Administrative Trustees, by agreed action of the majority of such Issuer Trustees, shall have power to appoint, and upon the written request of the Administrative Trustees, the Depositor shall for such purpose join with the Administrative Trustees in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section.  If the Depositor does not join in such appointment within 15 days after the receipt by it of a request to do so, or in case a Junior Subordinated Debentures Event of Default has occurred and is continuing, the Property Trustee shall have the sole power to make such appointment.  Any co-trustee or separate trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States, or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons

68

authorized to bind such entity.  Any co-trustee or separate trustee shall not be required to meet the other qualifications in Section 8.7(a).

Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a)  The Trust Securities shall be executed and delivered, and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Issuer Trustees specified hereunder shall be exercised solely by the Issuer Trustees and not by such co-trustee or separate trustee.

(b)  The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

(c)  The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case a Junior Subordinated Debentures Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Depositor.  Upon the written request of the Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.  A successor to any co-trustee or separate trustee so resigning or removed may be appointed in the manner provided in this Section.

(d)  No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee or any other trustee hereunder.

(e)  The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee.

(f)  Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

SECTION 8.10.  Resignation and Removal; Appointment of Successor.  No resignation or removal of any Issuer Trustee (the “Relevant

69

Trustee”) and no appointment of a successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving written notice thereof to the Holders.  If the instrument of acceptance by the successor Issuer Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Issuer Trust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

Unless a Junior Subordinated Debentures Event of Default shall have occurred and be continuing, any Issuer Trustee may be removed at any time by Act of the Common Securityholder.  If a Junior Subordinated Debentures Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of a majority in Liquidation Amount of the Capital Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust).  An Administrative Trustee may be removed by Act of the Common Securityholder at any time.

If any Issuer Trustee shall resign, be removed or become incapable of acting as Issuer Trustee, or if a vacancy shall occur in the office of any Issuer Trustee for any cause, at a time when no Junior Subordinated Debentures Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to the retiring Issuer Trustee, shall promptly appoint a successor Issuer Trustee or Issuer Trustees, and the retiring Issuer Trustee shall comply with the applicable requirements of Section 8.11.  If the Property Trustee or the Delaware Trustee shall resign, be removed or become incapable of continuing to act as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a Junior Subordinated Debentures Event of Default shall have occurred and be continuing, the Capital Securityholders, by Act of the Securityholders of a majority in Liquidation Amount of the Capital Securities then Outstanding delivered to the retiring Relevant Trustee, with a copy to the Property Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and such successor Trustee shall comply with the applicable requirements of Section 8.11.  If an Administrative Trustee shall resign, be removed or become incapable of acting as Administrative Trustee, at a time when a Junior Subordinated Debentures Event of Default shall have occurred and be continuing, the Common Securityholder by Act of the Common Securityholder delivered to the Administrative Trustee, with a copy to the Property Trustee, shall promptly appoint a successor Administrative Trustee or Administrative Trustees and such successor Administrative Trustee or Trustees shall comply with the applicable requirements of Section 8.11.  If no successor Relevant Trustee shall have been so appointed by the Common Securityholder or the Capital Securityholders and accepted appointment in the manner required by Section 8.11, the retiring Relevant Trustee, at the expense of the Issuer Trust, or any Securityholder who has been a Securityholder of Trust Securities for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

70

The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 12.8 and shall give notice to the Depositor.  Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or any Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of the remaining Administrative Trustees if there are at least two of them or (b) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for the Administrative Trustees or Delaware Trustee, as the case may be, set forth in Section 8.7).

SECTION 8.11.  Acceptance of Appointment by Successor.  In case of the appointment hereunder of a successor Issuer Trustee, such successor Issuer Trustee shall execute, acknowledge and deliver to the retiring Issuer Trustee an instrument accepting such appointment and thereupon the resignation or removal of the retiring Issuer Trustee shall become effective to the extent provided therein and each such successor Issuer Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Depositor or any successor Issuer Trustee such retiring Issuer Trustee shall upon payment of its charges, execute and deliver an instrument transferring to such successor Issuer Trustee all the rights, powers and trusts of the retiring Issuer Trustee and if the Property Trustee is the resigning Issuer Trustee shall duly assign, transfer and deliver to the successor Issuer Trustee all property and money held by such retiring Property Trustee hereunder.

In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust and (b) shall add to or change any of the provisions of this Trust Agreement as shall be necessary solely to provide for or facilitate the administration of the Issuer Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Issuer Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Issuer Trust.

71

Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph as the case may be.

No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business.  Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person, succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided, however, that such Person shall be otherwise qualified and eligible under this Article and shall be bound by all of the terms of this Trust Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

SECTION 8.13.  Preferential Collection of Claims Against Depositor or Issuer Trust.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Issuer Trust Securities or the property of the Issuer Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee shall have made any demand on the Issuer Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:

(a)  to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b)  to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

(c)  and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall

72

consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 8.14.  Reports by Property Trustee.  (a)  Not later than July 15 of each year commencing with July 15, 2008, the Property Trustee shall transmit to all Holders in accordance with Section 12.8, and to the Depositor, a brief report dated as of the immediately preceding May 31 with respect to:

(i)  its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect;

(ii)  a statement that the Property Trustee has complied with all of its obligations under this Trust Agreement during the twelve-month period (or, in the case of the initial report, the period since the Closing Date) ending with such December 31 or, if the Property Trustee has not complied in any material respect with such obligations, a description of such noncompliance; and

(iii)  any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities.

(b)  In addition, the Property Trustee shall, at the expense of the Depositor, transmit to Holders such reports concerning the Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(c)  A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with each national stock exchange or interdealer quotation system or self-regulatory organization upon which the Capital Securities are listed or quoted, if any, and with the Commission and the Depositor.

SECTION 8.15.  Reports to the Property Trustee.  The Depositor and the Administrative Trustees on behalf of the Issuer Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

73

SECTION 8.16.  Evidence of Compliance with Conditions Precedent.  Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers’ Certificate.

SECTION 8.17.  Number of Issuer Trustees.  (a)  The number of Issuer Trustees shall be four, provided, however, that the Holder of all of the Common Securities by written instrument may increase or decrease the number of Administrative Trustees.  The Property Trustee and the Delaware Trustee may be the same Person.

(b)  If an Issuer Trustee ceases to hold office for any reason and the number of Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the number of Issuer Trustees is increased pursuant to clause (a), a vacancy shall occur.  The vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10.

(c)  The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of an Issuer Trustee shall not operate to dissolve, terminate or annul the Issuer Trust.  Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 8.10, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement.

SECTION 8.18.  Delegation of Power.  (a)  Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.7(a), including any registration statement or amendment thereto filed with the Commission, or making any governmental filing.

(b)  The Administrative Trustees shall have power to delegate from time to time to such of their number the doing of such things and the execution of such instruments either in the name of the Issuer Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement, as set forth herein.

74

ARTICLE IX

Dissolution, Liquidation and Merger

SECTION 9.1.  Perpetual Existence.  The Issuer Trust shall have perpetual existence and shall be dissolved only in accordance with this Article IX.

SECTION 9.2.  Early Termination.  The first to occur of any of the following events is an “Early Termination Event”:

(a)  the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Holder of the Common Securities;

(b)  at any time after the Stock Purchase Date or earlier termination of the Stock Purchase Contracts, the written direction of the Property Trustee from the Depositor as the holder of the Common Securities at any time to terminate the Issuer Trust and distribute Corresponding Assets as to Securityholders in exchange for the Capital Securities (which direction is optional and wholly within the discretion of the Depositor);

(c)  the redemption of all of the Capital Securities in accordance with the provisions of this Trust Agreement; and

(d)  the entry of an order for dissolution of the Issuer Trust by a court of competent jurisdiction.

If an Early Termination Event occurs, Section 9.4 shall apply.

SECTION 9.3.  Dissolution.  The respective obligations and responsibilities of the Issuer Trustees and the Issuer Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Holders of all amounts required to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the Trust Securities pursuant to Section 4.2; (b) the payment of any expenses owed by the Issuer Trust; and (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Issuer Trust or the Holders.

SECTION 9.4.  Liquidation.  (a)  If an Early Termination Event specified in clause (a) of Section 9.2 occurs, the Issuer Trust shall be liquidated by the Property Trustee and the Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees determine to be possible by distributing, after satisfying the requirements of Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Capital Securities of each Series a Like Amount of Corresponding Assets as of the date of such distribution, subject to Section 9.4(d).  If an Early Termination Event specified in clause (d) of Section 9.2 occurs, because such Early Termination Event is also an Early

75

Settlement Event, unless otherwise required by applicable law the Issuer Trust will not be liquidated until after the Stock Purchase Date but, commencing promptly after the Stock Purchase Date, the Issuer Trust shall be liquidated by the Property Trustee and the Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Holder of Capital Securities of each Series a Like Amount of Corresponding Assets as of the date of such distribution, subject to Section 9.4(d).  Notice of liquidation shall be given by the Property Trustee or the Administrative Trustees by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Capital Securities of each Series at such Holder’s address appearing in the Securities Register.  All such notices of liquidation shall:

(i)  state the CUSIP Number of the Trust Securities of each Series;

(ii)  state the Liquidation Date;

(iii)  state that from and after the Liquidation Date, the Trust Securities of such Series will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Corresponding Assets as of the date of such distribution, or if Section 9.4(d) applies, a right to receive a Liquidation Distribution; and

(iv)  provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates of such Series for Corresponding Assets, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees shall deem appropriate.

(b)  Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Corresponding Assets to Holders, the Administrative Trustees, through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as they shall deem appropriate to effect the distribution of Corresponding Assets in exchange for the Outstanding Trust Securities Certificates of the related Series.

(c)  Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) if the Corresponding Assets for a Series of Capital Securities are Junior Subordinated Debentures or shares of Preferred Stock, certificates representing a Like Amount of Junior Subordinated Debentures or Preferred Stock (or fractional interests in or depositary shares for Preferred Stock) will be issued to Holders of Trust Securities Certificates of the relevant Series, upon surrender of such certificates to the exchange agent for exchange, and where Pledged Treasury Securities are Corresponding Assets, Pledged Treasury Securities will be delivered by Book-Entry Transfer to Holders upon surrender of such certificates, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Corresponding Assets of

76

the applicable Series until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest, principal, dividends, redemption price or otherwise will be made to Holders of Trust Securities Certificates with respect to such Corresponding Assets) and (iv) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive Corresponding Assets upon surrender of Trust Securities Certificates.

(d)  In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Corresponding Assets in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Termination Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust’s affairs wound-up, by the Property Trustee in such manner as the Administrative Trustees determine.  In such event, upon the winding-up of the Issuer Trust except with respect to an Early Termination Event specified in clause (c) of Section 9.2, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”).  If, upon any such winding-up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).  Holders of the Common Securities to receive Liquidation Distributions will be subordinated to the right of Holders of Capital Securities to receive Liquidation Distributions as provided in Section 4.3(c).

SECTION 9.5.  Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.  The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5.  At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, but without the consent of the Holders of the Capital Securities of any Series, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Capital Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Trust Property, (iv) such merger,

77

consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities of any Series (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the 1940 Act, (viii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not adversely affect the Issuer Trust’s status as one or more grantor trusts or agency arrangements or cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement and (x) all amounts payable to the Issuer Trustees under Section 8.6 have been paid.  The Issuer Trust may with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would otherwise not be permitted under (viii) of the preceding sentence.

ARTICLE X

Qualifying Treasury Securities

SECTION 10.1.  Qualifying Treasury Securities.  (a)  The Administrative Trustees or any one of them shall, for each March 15, June 15, September 15 and December 15, commencing on June 15, 2008 and ending on the Stock Purchase Date or the earlier termination of the Stock Purchase Contracts, or if any such day is not a Business Day, the next Business Day (each, a “Reference Date”) identify:

78

(i)  the 13-week U.S. Treasury bill that matures at least one and not more than six Business Days prior to that Reference Date, or

(ii)  if no 13-week U.S. Treasury bill that matures at least one and not more than six Business Days prior to that Reference Date is or is scheduled to be outstanding on the immediately preceding Reference Date, the 26-week U.S. Treasury bill that matures at least one and not more than six Business Days prior to that Reference Date, or

(iii)  if neither of such U.S. Treasury bills is or is scheduled to be outstanding on the immediately preceding Reference Date, any other U.S. Treasury security (which may be a zero coupon U.S. Treasury security) that is outstanding on the immediately preceding Reference Date, is highly liquid and matures at least one Business Day prior to such Reference Date; provided, however, that any U.S. Treasury security identified pursuant to this clause (iii) shall be selected in a manner intended to minimize the cash value of the security selected.

(b)  The Administrative Trustees shall use commercially reasonable efforts to identify the security meeting the foregoing criteria for each Reference Date promptly after the Department of the Treasury makes the schedule for upcoming auctions of U.S. Treasury securities publicly available and shall, to the extent that a security previously identified with respect to any Reference Date is no longer expected to be outstanding on the immediately preceding Reference Date, identify another security meeting the foregoing criteria for such Reference Date.  The security most recently identified by the Administrative Trustees or any one of them with respect to any Reference Date shall be the “Qualifying Treasury Security” with respect to the period from and including its date of issuance (or if later, the date of maturity of the Qualifying Treasury Security with respect to the immediately preceding Reference Date) to but excluding its date of maturity, and the Administrative Trustees’ identification of a security as a Qualifying Treasury Security for such period shall be final and binding for all purposes absent manifest error.  The Administrative Trustees or any one of them shall give (or cause to be given) prompt written notice to the Company, the Collateral Agent, the Custodial Agent and the Property Trustee of each determination made pursuant to this Section 10.1.  The Qualifying Treasury Security for the period from and including the date hereof to but excluding its date of maturity will be the US Treasury bill issued December 13, 2007 and due on June 12, 2008, CUSIP No. 912795E80.

ARTICLE XI

Other APEX Related Provisions

SECTION 11.1.  Agreed Tax Treatment.  Each Holder of Capital Securities agrees, by acceptance of Capital Securities, and each Owner agrees, by acceptance of a beneficial interest in Capital Securities, to treat for all United States Federal income tax purposes (i) the Issuer Trust as one or more grantor trusts or agency arrangements, (ii) itself as the owner of the Corresponding Assets for the related Series of Capital Securities, (iii) in the case of Normal APEX the fair market value of the $1,000 principal amount of Junior Subordinated Debentures corresponding to one Normal APEX as $1,000 and the

79

fair market value of 1/100th fractional interest in a Stock Purchase Contract corresponding to one Normal APEX as $0 at the time of initial purchase, (iv) the Junior Subordinated Debentures as indebtedness of the Depositor, (v) the stated interest on the Junior Subordinated Debentures as ordinary interest income that is includible in the Holder’s or Owner’s gross income at the time the interest is paid or accrued in accordance with the Holder’s or Owner’s regular method of tax accounting, and (vi) the Contract payments on the Stock Purchase Contracts as ordinary income that is includable in the Holder’s or Owner’s gross income at the time the payment is made or accrued in accordance with the Holder’s or Owner’s regular method of tax accounting, and otherwise to treat the Junior Subordinated Debentures as described in the Prospectus.

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1.  Limitation of Rights of Holders.  The death, dissolution, bankruptcy or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement nor dissolve, terminate or annul the Issuer Trust, nor entitle the legal representatives or heirs of such person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

SECTION 12.2.  Amendment.  (a)  This Trust Agreement may be amended from time to time by the Administrative Trustees and the Holders of all of the Common Securities, without the consent of any Holder of the Capital Securities, the Property Trustee or the Delaware Trustee, (i) to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as a corporation or classified as a partnership for United States Federal income tax purposes at all times that any Trust Securities are outstanding, to ensure that the Issuer Trust will not be required to register as an “investment company” under the 1940 Act or to ensure the treatment of the Capital Securities as Tier 1 regulatory capital under the prevailing Federal Reserve Board rules and regulations, (iii) to provide that Capital Securities Certificates may be executed by an Administrative Trustee by facsimile signature instead of manual signature, in which case such amendment(s) shall also provide for the appointment by the Depositor of an authentication agent, the fees and expenses of which will be paid by the Depositor, a form of authentication certificate, and provisions to the effect that Capital Securities Certificates that have been executed by an Administrative Trustee by facsimile signature shall not be entitled to any benefit under the Trust

80

Agreement or be valid or obligatory for any purpose unless the certificate of authentication thereon has been executed by the authentication agent by manual signature, (iv) require that holders that are not United States Persons for U.S. federal income tax purposes irrevocably appoint a United States Person to exercise any voting rights to ensure that the Trust will not be treated as a foreign trust for U.S. federal income tax purposes or (v) to conform the terms of this Trust Agreement to the description of this Trust Agreement and the Trust Securities in the Prospectus; provided, however, that in the case of either clause (i) or (ii), such action shall not adversely affect in any material respect the interests of any Holder, the Property Trustee or the Delaware Trustee; provided, further, that in the case of clause (iv), the Depositor shall deliver to the Property Trustee an Officers’ Certificate and an Opinion of Counsel (who may be counsel to the Depositor or the Issuer Trust), in each case confirming that such amendment has the effect of conforming the terms of this Trust Agreement to the descriptions of this Trust Agreement and the Trust Securities in the Prospectus.  Any such amendment shall become effective when notice is given to the Property Trustee and the Holders of the Capital Securities.

(b)  Prior to the issuance of Definitive Capital Securities Certificates, the Depositor and the Issuer Trustees shall enter into such amendments or supplements to this Agreement as are necessary to give effect to Section 5.13 and 5.14.

(c)  Except as provided in Section 12.2(d), any provision of this Trust Agreement may be amended by the Administrative Trustees and the Holders of all of the Common Securities and with (i) the consent of Holders of at least a Majority in Liquidation Amount of the Outstanding Capital Securities of each Affected Series, and (ii) receipt by the Administrative Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Issuer Trustees or the Administrative Trustees in accordance with such amendment will not affect the Issuer Trust’s status as one or more grantor trusts or agency arrangements or cause the Issuer Trust to be classified as an association or publicly traded partnership taxable as a corporation for United States Federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the 1940 Act.

(d)  In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of each affected Holder (such consent being obtained in accordance with Section 6.3 or 6.6), this Trust Agreement may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date, or (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date; and notwithstanding any other provision herein, without the unanimous consent of the Holders, this Section 12.2(d) may not be amended.

(e)  Notwithstanding any other provisions of this Trust Agreement, no Issuer Trustee shall enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to fail or cease to qualify for the exemption from status as an “investment company” under the 1940 Act or to be taxable as a corporation or to be classified as other than as one or more grantor trusts or agency arrangements for United States Federal income tax

81

purposes.  In particular but not in limitation of the foregoing, no Issuer Trustee shall enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes.

(f)  Notwithstanding anything in this Trust Agreement to the contrary, without the prior written consent of the Property Trustee, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Property Trustee or that adversely affects the Property Trustee.

(g)  Notwithstanding anything in this Trust Agreement to the contrary, without the prior written consent of the Delaware Trustee, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Delaware Trustee or that adversely affects the Delaware Trustee.

(h)  Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Securities Registrar and the Paying Agent, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Securities Registrar or the Paying Agent or that adversely affects the Securities Registrar or the Paying Agent.

(i)  In the event that any amendment to this Trust Agreement is made, the Administrative Trustees shall promptly provide to the Depositor, the Property Trustee and the Delaware Trustee a copy of such amendment.

(j)  Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Depositor, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Depositor.

(k)  Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement that affects its own rights, duties or immunities under this Trust Agreement.  The Property Trustee and the Delaware Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust Agreement.

SECTION 12.3.  Separability Clause.  In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.4.  Governing Law.  THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE ISSUER TRUST AND THE ISSUER TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.  THE PROVISIONS OF SECTIONS 3540 AND 3561 OF TITLE 12 THE DELAWARE CODE SHALL NOT APPLY TO THE ISSUER TRUST.

82

SECTION 12.5.  Payments Due on Non-Business Day.  If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no Distributions shall accumulate on such unpaid amount for the period after such date.

SECTION 12.6.  Successors and Assigns.  This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Trust or the Relevant Trustee, including any successor by operation of law.  Except in connection with any consolidation, merger or sale involving the Depositor that is permitted under Article VIII of the Original Indenture and pursuant to which the assignee agrees in writing to perform the Depositor’s obligations hereunder, the Depositor shall not assign its obligations hereunder.

SECTION 12.7.  Effect of Headings and Table of Contents.  The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

SECTION 12.8.  Reports, Notices and Demands.  Any report, notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder, the Depositor or the Administrative Trustees may be given or served in writing by deposit thereof, first-class, postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Capital Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of the Common Securities or the Depositor, to State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111, Attention: Secretary, facsimile no. (617) 664-4006.  Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission.

Any notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Issuer Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees shall be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, or hand delivery or facsimile transmission, in each case, addressed to such Person as follows: (a) with respect to the Property Trustee, to U.S. Bank National Association, Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York 10005, (b) with respect to the Delaware Trustee, to U.S. Bank Trust National Association, 300 Delaware Avenue, 9th floor, Wilmington, Delaware, 19801, Attention: Earl W. Dennison and (c) with respect to the Administrative Trustees, to them at c/o State Street Corporation, 2 World Financial Center, 225 Liberty Street., New York, New York 10281, marked “Attention: Administrative Trustees of State Street Capital Trust III”.  Such notice, demand or other communication to or upon the Issuer Trust, the Delaware Trustee or the

83

Property Trustee shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission.

SECTION 12.9.  Agreement Not to Petition.  Each of the Issuer Trustees and the Depositor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has been dissolved in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, reorganization or other similar law (including the United States Bankruptcy Code) (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of any proceeding against the Issuer Trust under any Bankruptcy Law.  In the event that the Depositor takes action in violation of this Section 12.9, the Property Trustee agrees, for the benefit of Holders, that at the expense of the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Issuer Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust may assert.  The provisions of this Section 12.9 shall survive the termination of this Trust Agreement.

SECTION 12.10.  Trust Indenture Act; Conflict with Trust Indenture Act.  (a)  This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required or deemed to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions.

(b)  The Property Trustee shall be the only Issuer Trustee that is a trustee for the purposes of the Trust Indenture Act.

(c)  If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Trust Agreement, the latter provision shall control.  If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be.

(d)  The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Issuer Trust.

SECTION 12.11.  Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST

84

SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

85

IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement as of the date first above written.

STATE STREET CORPORATION
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as Property Trustee
By:
Name:
Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
By:
Name:
Title:
		Sue Horn
as Administrative Trustee
	Lynn Jimenez
as Administrative Trustee

86

EXHIBIT A

FORM OF CAPITAL APEX CERTIFICATE

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.		Number of Capital APEX:
	CUSIP No. 85748B AD5

STATE STREET CAPITAL TRUST III

CAPITAL APEX

This Capital APEX Certificate certifies that {          } is the registered Holder of the number of Capital APEX set forth above {for inclusion in Global Certificates only - or such other number of Capital APEX reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}.  Each Capital APEX represents a beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The Capital APEX are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital APEX are set forth in, and this certificate and the Capital APEX represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms of

A-1

the Capital APEX as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital APEX and Stripped APEX may exchange them for Normal APEX and Qualifying Treasury Securities and Section 5.14(f) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital APEX may elect to dispose of Capital APEX in the event a Remarketing is Successful.  The forms of Recombination Notice and Request and Notice of Contingent Disposition Election required to be delivered in connection therewith are printed on the reverse hereof.

A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Capital APEX Certificate.

STATE STREET CAPITAL TRUST III,
acting through one of its Administrative Trustees

By:

Name:

Date:

A-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                     (cust)(minor) Under
	Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.
or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Capital APEX Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                       , to transfer said Capital APEX Certificates on the books of State Street Capital Trust III, with full power of substitution in the premises.

Dated:
	Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Capital APEX Certificates in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee:

A-3

FORM OF RECOMBINATION NOTICE AND REQUEST

U.S. Bank National Association

Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Stripped APEX and Capital APEX STATE STREET CAPITAL
TRUST III

The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03(a) of the Collateral Agreement that the Holder:

(i) is transferring $                    Liquidation Amount of Stripped APEX and Capital APEX in connection with an Exchange of such Stripped APEX and Capital APEX for a Like Amount of Normal APEX and Qualifying Treasury Securities,

(ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

(iii) hereby requests the delivery to the Holder of such Normal APEX of a Like Amount.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

A-4

FORM OF NOTICE OF CONTINGENT DISPOSITION ELECTION

U.S. Bank National Association

Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Normal APEX of STATE STREET CAPITAL TRUST III

The undersigned Holder hereby notifies you pursuant to Section 5.14(f) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.03 of the Collateral Agreement, that the Holder:

(i) is transferring                  Capital APEX to the Securities Registrar, and

(ii) hereby requests the payment to the Holder, if the upcoming Remarketing is Successful, of an amount in cash for each such Capital APEX equal to the proceeds of the sale of $1,000 principal amount of Junior Subordinated Debentures, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

A-5

{TO BE ATTACHED TO GLOBAL CERTIFICATES}
SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in
Number of Capital
APEX evidenced by this
Global Certificate Amount of decrease in
Number of Capital
APEX evidenced by this
Global Certificate Number of Capital
APEX evidenced by this
Global Certificate
following such decrease
or increase Signature of authorized
signatory of Securities
Registrar

A-6

EXHIBIT B

(FORM OF TRUST COMMON SECURITIES CERTIFICATE)

TO THE FULLEST EXTENT PERMITTED BY LAW, OTHER THAN A TRANSFER IN CONNECTION WITH A CONSOLIDATION OR MERGER OF STATE STREET CORPORATION INTO ANOTHER PERSON, OR ANY CONVEYANCE, TRANSFER OR LEASE BY STATE STREET CORPORATION OF ITS PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON PURSUANT TO SECTION 8.1 OF THE JUNIOR SUBORDINATED INDENTURE, DATED AS OF DECEMBER 15, 1996, BETWEEN STATE STREET CORPORATION AND THE BANK OF NEW YORK (AS SUCCESSOR IN INTEREST TO J.P. MORGAN CHASE & CO. (AS SUCCESSOR IN INTEREST TO BANK ONE TRUST COMPANY, N.A. (AS SUCCESSOR IN INTEREST TO THE FIRST NATIONAL BANK OF CHICAGO))), AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE, DATED AS OF JANUARY 25, 2008, BETWEEN STATE STREET CORPORATION AND U.S. BANK NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO THE BANK OF NEW YORK), AS TRUSTEE, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, ANY ATTEMPTED TRANSFER OF THE COMMON TRUST SECURITIES EVIDENCED HEREBY OTHER THAN TO A DIRECT OR INDIRECT SUBSIDIARY OF STATE STREET CORPORATION SHALL BE VOID.

100 Trust Common Securities

This Trust Common Securities Certificate certifies that {                    } is the registered Holder of 100 Common Trust Securities.  Each Common Trust Security represents a beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Trust Securities are set forth in, and this certificate and the Common Trust Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms of the Common Trust Securities as set forth therein.  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Common Trust Securities Certificate.

State Street Capital Trust III, acting through one
of its Administrative Trustees

By:

Name:

Date:

B-1

EXHIBIT C

FORM OF NORMAL APEX CERTIFICATE

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.		Number of Normal APEX:
	CUSIP No. 85748B AB9

State Street Capital Trust III

NORMAL APEX

This Normal APEX Certificate certifies that {          } is the registered Holder of the number of Normal APEX set forth above {for inclusion in Global Certificates only - or such other number of Normal APEX reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}.  Each Normal APEX represents a beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The Normal APEX are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Normal APEX are set forth in, and this certificate and the Normal APEX represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms

C-1

of the Normal APEX as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Section 5.13(b) of the Trust Agreement provides for the procedures pursuant to which Holders of Normal APEX may exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX and Section 5.14(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Normal APEX may elect to exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX in the event a Remarketing is Successful.  The forms of Stripping Notice and Request and Notice of Contingent Exchange Election required to be delivered in connection therewith are printed on the reverse hereof.

A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Normal APEX Certificate.

STATE STREET CAPITAL TRUST III,
acting through one of its Administrative
Trustees

By:

Name:

Date:

C-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                        (cust)(minor) Under
	Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.
or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Normal APEX Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                           , to transfer said Normal APEX Certificates on the books of State Street Capital Trust III, with full power of substitution in the premises.

Dated:
	Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Normal APEX Certificates in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee:

C-3

FORM OF STRIPPING NOTICE AND REQUEST

U.S. Bank National Association

Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Normal APEX of State Street Capital Trust III

The undersigned Holder hereby notifies you pursuant to Section 5.13(b) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.02 of the Collateral Agreement, that the Holder:

(i) is depositing the appropriate Qualifying Treasury Securities with U.S. Bank National Association, as Collateral Agent, for deposit in the Collateral Account,

(ii) is transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and

(iii) hereby requests the delivery to the Holder of such Stripped APEX and Capital APEX.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

C-4

FORM OF NOTICE OF CONTINGENT EXCHANGE ELECTION

U.S. Bank National Association

Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Normal APEX of State Street Capital Trust III

The undersigned Holder hereby notifies you pursuant to Section 5.14(d) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.02 of the Collateral Agreement, that the Holder:

(i) is depositing the appropriate Qualifying Treasury Securities with U.S. Bank National Association, as Collateral Agent, for deposit in the Collateral Account,

(ii) is transferring the related Normal APEX to the Securities Registrar in connection with a Contingent Exchange Election of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and

(iii) hereby requests the delivery to the Holder of such Stripped APEX and Capital APEX if the upcoming Remarketing is Successful, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded and the Collateral Agent shall return such Qualifying Treasury Securities to the Holder promptly after the Remarketing.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

C-5

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in
Number of Normal
APEX evidenced by
this 
Global Certificate Amount of decrease in Number
of Normal
APEX evidenced by this Global
Certificate Number of Normal
APEX evidenced by
this Global Certificate
following such decrease
or increase Signature of
authorized signatory
of Securities Registrar

C-6

EXHIBIT D

FORM OF STRIPPED APEX CERTIFICATE

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.		Number of Stripped APEX:
	CUSIP No. 85748B AC7

STATE STREET CAPITAL TRUST III

STRIPPED APEX

This Stripped APEX Certificate certifies that {          } is the registered Holder of the number of Stripped APEX set forth above {for inclusion in Global Certificates only - - or such other number of Stripped APEX reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}.  Each Stripped APEX represents a beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The Stripped APEX are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Stripped APEX are set forth in, and this certificate and the Stripped APEX represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms of

D-1

the Stripped APEX as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital APEX and Stripped APEX may exchange them for Normal APEX and Qualifying Treasury Securities.  The form of Recombination Notice required to be delivered in connection therewith is printed on the reverse hereof.

A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Stripped APEX Certificate.

STATE STREET CAPITAL TRUST III,
acting through one of its Administrative
Trustees

By:

Name:

Date:

D-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                           (cust)(minor) Under
	Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.
or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Stripped APEX Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                     , to transfer said Stripped APEX Certificates on the books of State Street Capital Trust III, with full power of substitution in the premises.

Dated:
	Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Stripped APEX Certificates in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee:

D-3

FORM OF RECOMBINATION NOTICE AND REQUEST

U.S. Bank National Association

Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Stripped APEX and Capital APEX of STATE STREET CAPITAL TRUST III

The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03 of the Collateral Agreement, that the Holder:

(i) is transferring $                   Liquidation Amount of Stripped APEX and Capital APEX in connection with an Exchange of such Stripped APEX and Capital APEX for a Like Amount of Normal APEX and Qualifying Treasury Securities,

(ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

(iii) hereby requests the delivery to the Holder of such Normal APEX of a Like Amount.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

D-4

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in
Number of Stripped
APEX evidenced by this
Global Certificate Amount of decrease in
Number of Stripped
APEX evidenced by this
Global Certificate Number of Stripped
APEX evidenced by this
Global Certificate 
following such decrease
or increase Signature of authorized 
signatory of Securities 
Registrar

D-5

EX-4.6

Exhibit 4.6

STOCK PURCHASE CONTRACT AGREEMENT

between

STATE STREET CORPORATION

and

STATE STREET CAPITAL TRUST III,

acting through U.S. Bank National Association,
as Property Trustee

Dated as of January 25, 2008

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions And Other Provisions Of General Application
SECTION 1.1.	Definitions	1
SECTION 1.2.	Form of Documents Delivered to Property Trustee	7
SECTION 1.3.	Notices	7
SECTION 1.4.	Effect of Headings and Table of Contents	8
SECTION 1.5.	Successors and Assigns	8
SECTION 1.6.	Separability Clause	8
SECTION 1.7.	Benefits of Agreement	8
SECTION 1.8.	Governing Law; Submission to Jurisdiction	8
SECTION 1.9.	Legal Holidays	8
SECTION 1.10.	No Waiver	9
SECTION 1.11.	No Consent to Assumption	9
SECTION 1.12.	No Recourse	9

ARTICLE II

The Stock Purchase Contracts

SECTION 2.1.	Issuance of Stock Purchase Contracts; Transferability; Assignment; Amendment	10
SECTION 2.2.	Purchase of Preferred Stock; Payment of Purchase Price	10
SECTION 2.3.	Issuance of Preferred Stock	11
SECTION 2.4.	Termination Event; Redemption Prior to Stock Purchase Date; Notice	11
SECTION 2.5.	Charges and Taxes	12
SECTION 2.6.	Contract Payments	12
SECTION 2.7.	Deferral of Contract Payments	16

ARTICLE III

Remedies

SECTION 3.1.	Unconditional Right of the Property Trustee to Receive Contract Payments and to Purchase Shares of Preferred Stock; Direct Action by Holders of Normal APEX, Capital APEX or Stripped APEX	19
SECTION 3.2.	Restoration of Rights and Remedies	19
SECTION 3.3.	Rights and Remedies Cumulative	19
SECTION 3.4.	Waiver of Stay or Extension Laws	19

i

ARTICLE IV

Consolidation, Merger, Conveyance, Transfer Or Lease

SECTION 4.1.	Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions	20
SECTION 4.2.	Rights and Duties of Successor Corporation	20
SECTION 4.3.	Officers’ Certificate and Opinion of Counsel Given to Property Trustee	20

ARTICLE V

Covenants

SECTION 5.1.	Performance under Stock Purchase Contracts	21
SECTION 5.2.	Company to Reserve Preferred Stock	21
SECTION 5.3.	Covenants as to Preferred Stock	21
SECTION 5.4.	Statements of Officers of the Company as to Default	21

ii

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”).

RECITALS

The Company has duly authorized the execution and delivery of this Agreement.

All things necessary to make the Stock Purchase Contracts (as defined herein) the valid obligations of the Company and to constitute this Agreement as a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, this Stock Purchase Contract Agreement Witnesseth:  For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:

ARTICLE I

Definitions And Other Provisions Of General Application

SECTION 1.1.  Definitions.  For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)           The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

(b)           All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles”, with respect to any computation required or permitted hereunder, shall mean such accounting principles that are generally accepted in the United States at the date or time of such computation; provided that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company at that point in time.

(c)           The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

(d)           Unless the context otherwise requires, any references to an “Article,” a “Section” or another subdivision refers to an Article, a Section or another subdivision, as the case may be, of this Stock Purchase Contract Agreement.

(e)           The following terms shall have the following meanings:

“Additional Subordinated Debentures” means the subordinated notes of the Company that may be issued to the Property Trustee as provided in Section 2.7(c).

“Administrative Trustee” has the meaning specified in the Trust Agreement.

“Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“APEX” has the meaning specified in the Trust Agreement.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, Title 11 of the United States Code, as amended from time to time, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

“Board of Directors” means the board of directors of the Company or any committee of that board duly authorized to act hereunder.

“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, Boston, Massachusetts or Wilmington, Delaware are permitted or required by law or executive order to close.

“Capital APEX” has the meaning specified in the Trust Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning specified in the Collateral Agreement.

“Collateral Agent” means U.S. Bank National Association, as Collateral Agent under the Collateral Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

“Collateral Agreement” means the Collateral Agreement, dated as of the date hereof, among the Company, the Issuer Trust (acting through the Property Trustee), the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar, as amended from time to time.

2

“Company” has the meaning set forth in the preamble to this Agreement until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.

“Contract Payments” means the payments payable by the Company on the Payment Dates in respect of each Stock Purchase Contract, at the rate of 2.249% per annum of the Stated Amount of each Stock Purchase Contract.

“Custodial Agent” means U.S. Bank National Association, as Custodial Agent under the Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent thereunder.

“Deferred Contract Payments” has the meaning specified in Section 2.7(a).

“Early Settlement Event” has the meaning specified in the Indenture.

“Failed Remarketing” has the meaning specified in the Indenture.

“Federal Reserve” means (i) the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Agreement the Federal Reserve is not existing and performing the duties now assigned to it, then the body or bodies performing such duties at such time, or the Federal Reserve Bank of Boston, or (ii) any successor Federal Reserve Bank (or successor body performing such duties) having primary jurisdiction over the Company.

“Guarantee Agreement” means the Guarantee Agreement between the Company, as Guarantor and U.S. Bank National Association, as Guarantee Trustee named thereunder, dated as of the date hereof.

“Holder” means a Holder (as such term is defined in the Trust Agreement) of Normal APEX, Capital APEX or Stripped APEX.

“Indenture” means the Junior Subordinated Indenture, dated as of December 15, 1996 between the Company and The Bank of New York (as successor in interest to J.P. Morgan Chase & Co (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to the First National Bank of Chicago))) as supplemented by the Third Supplemental Indenture dated January 25, 2008.

“Issuer Trust” means the Person named as the “Issuer Trust” in the preamble to this Agreement.

“Junior Subordinated Debentures” has the meaning specified in the Trust Agreement.

3

“Junior Subordinated Debentures Trustee” means U.S. Bank National Association, solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

“Normal APEX” has the meaning specified in the Trust Agreement.

“Officers’ Certificate” means a certificate signed by the Chairman and Chief Executive Officer, President or a Vice President, and by the Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of the Company or the duly authorized designee of the foregoing, and delivered to the Property Trustee.

“Opinion of Counsel” means a written opinion of legal counsel, who may be counsel to the Company (and who may be an employee of the Company), and who shall be reasonably acceptable to the Property Trustee.  An Opinion of Counsel may rely on certificates as to matters of fact.

“Parity Securities” has the meaning specified in Section 2.7(d).

“Paying Agent” has the meaning specified in the Trust Agreement.

“Payment Account” has the meaning specified in the Trust Agreement.

“Payment Date” means (i) each Regular Distribution Date, commencing on September 15, 2008 and (ii) the Stock Purchase Date.

“APEX” has the meaning specified in the Trust Agreement.

“Person” means any individual, corporation, partnership, association, joint venture or limited liability company, unincorporated organization, government or any agency or political subdivision thereof or any other entity of a similar nature.

“Pledged Junior Subordinated Debentures” has the meaning specified in the Collateral Agreement.

“Pledged Securities” means the Pledged Junior Subordinated Debentures and the Pledged Treasury Securities.

“Pledged Treasury Securities” has the meaning specified in the Collateral Agreement.

“Preferred Stock” means the Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share with no par value per share, of the Company.

“Proceeds” has the meaning specified in the Collateral Agreement.

4

“Property Trustee” means U.S. Bank National Association, not in its individual capacity but solely as Property Trustee under the Trust Agreement until a successor Property Trustee shall have become such pursuant to the applicable provisions of the Trust Agreement, and thereafter “Property Trustee” shall mean the Person who is then Property Trustee thereunder.

“Qualifying Treasury Securities” has the meaning specified in the Trust Agreement.

“Redemption Price” has the meaning specified in the Trust Agreement.

“Remarketing” means a remarketing of Junior Subordinated Debentures pursuant to the Indenture.

“Remarketing Agent” has the meaning specified in the Trust Agreement.

“Remarketing Agreement” has the meaning specified in the Trust Agreement.

“Remarketing Periods” has the meaning specified in the Indenture.

“Remarketing Settlement Date” has the meaning specified in the Indenture.

“Securities Act” means the Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Securities Intermediary” means U.S. Bank National Association, as Securities Intermediary under the Collateral Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities Intermediary” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

“Securities Registrar” means U.S. Bank National Association, as Securities Registrar under the Collateral Agreement until a successor Securities Registrar shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities Registrar” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

“Senior Indebtedness” has the meaning specified in the Indenture.

“Stated Amount” means, with respect to any one Stock Purchase Contract, $100,000.

“Stock Purchase Contract” means a contract having a Stated Amount of $100,000 obligating (i) the Company to sell, and the Issuer Trust (acting through the Property Trustee) to purchase, one share of Preferred Stock for $100,000 on the Stock

5

Purchase Date and (ii) the Company to pay Contract Payments to the Issuer Trust, in each case on the terms and subject to the conditions set forth in Article II and Article V.

“Stock Purchase Date” means the first to occur of any March 15, June 15, September 15 or December 15, or if any such day is not a Business Day, the next Business Day, after (i) the Remarketing Settlement Date or (ii) the Remarketing Period of a Failed Remarketing.

“Stripped APEX” has the meaning specified in the Trust Agreement.

“Successful” has the meaning specified in the Indenture.

“Termination Date” means the date, if any, on which a Termination Event occurs or the Company redeems all the Junior Subordinated Debentures prior to the Stock Purchase Date in accordance with the Indenture.

“Termination Event” means the occurrence of any of the following events at any time on or prior to the Stock Purchase Date:

(i)            a judgment, decree or court order shall have been entered granting relief under the Bankruptcy Code or any other similar applicable federal or state law, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company and if such judgment, decree or order shall have been entered more than 90 days prior to the Stock Purchase Date, such decree or order shall have continued undischarged and unstayed for a period of 90 days;

(ii)           a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the termination or liquidation of its affairs, shall have been entered and if such judgment, decree or order shall have been entered more than 90 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 90 days; or

(iii)          the Company shall file a petition for relief under the Bankruptcy Code or any other similar applicable federal or state law, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the date hereof, among the Company, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware

6

Trustee and the Administrative Trustees (each as named therein) and the several Holders (as defined therein).

“Vice President” means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.”

SECTION 1.2.  Form of Documents Delivered to Property Trustee.  (a)  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.  Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(b)           Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

SECTION 1.3.  Notices.  Any notice or communication is duly given if in writing and delivered in Person or mailed by first-class mail (registered or certified, return receipt requested), telecopied (with receipt confirmed) or delivered by overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Property Trustee only upon receipt thereof:

If to the Issuer Trust or the Property Trustee:

U.S. Bank National Association,

as Property Trustee of State Street Capital Trust III

100 Wall Street, Suite 1600, New York, New York 10005

Attention: Earl W. Dennison, Jr., Vice President

If to the Company:

State Street Corporation

One Lincoln Street

Boston, Massachusetts 02111

7

Attention: Chief Legal Officer

Facsimile: (617) 664-8209

If to the Collateral Agent:

U.S. Bank National Association,

100 Wall Street, Suite 1600, New York, New York 10005

Attention: Earl W. Dennison, Jr., Vice President

Facsimile: (617) 603-6667

SECTION 1.4.  Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.5.  Successors and Assigns.  All covenants and agreements in this Agreement by the Company and the Issuer Trust shall bind their respective successors and assigns, whether so expressed or not.

SECTION 1.6.  Separability Clause.  In case any provision in this Agreement shall be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

SECTION 1.7.  Benefits of Agreement.  Nothing contained in this Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder and, to the extent provided hereby, the holders of Senior Indebtedness and any Paying Agent, and in the case of Section 1.10 and 2.2(c) the Collateral Agent any benefits or any legal or equitable right, remedy or claim under this Agreement.

SECTION 1.8.  Governing Law; Submission to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law principles thereof.  The Company and the Issuer Trust hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York (in each case sitting in New York County) for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  The Company and the Issuer Trust irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

SECTION 1.9.  Legal Holidays.  (a)  In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement), Contract Payments or other distributions shall not be paid on such date, but Contract Payments or such other distributions shall be paid on the next succeeding Business Day

8

with the same force and effect as if made on such Payment Date.  No interest shall accrue or be payable by the Company or to the Property Trustee (on behalf of the Issuer Trust) for the period from and after any such Payment Date on such successive Business Day.

(b)           In any case where the Stock Purchase Date shall not be a Business Day (notwithstanding any other provision of this Agreement), the Stock Purchase Contracts shall not be performed and shall not be effected on such date, but the Stock Purchase Contracts shall be performed on the next succeeding Business Day with the same force and effect as if made on such Stock Purchase Date.

SECTION 1.10.  No Waiver.  No failure on the part of the Company, the Property Trustee, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Property Trustee, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 1.11.  No Consent to Assumption.  The Property Trustee for and on behalf of the Issuer Trust hereby expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Stock Purchase Contract by the Company or its trustee, receiver, liquidator or a Person performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

SECTION 1.12.  No Recourse.  It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely as Property Trustee of the Issuer Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as personal representations, warranties, covenants, undertakings and agreements by U.S. Bank National Association but is made and intended for the purpose of binding only the Issuer Trust, (c) nothing herein contained shall be construed as creating any liability on the part of U.S. Bank National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

9

ARTICLE II 

The Stock Purchase Contracts

SECTION 2.1.  Issuance of Stock Purchase Contracts; Transferability; Assignment; Amendment.  (a)  Contemporaneously with the execution and delivery of this Agreement, the Company hereby issues 5,001 Stock Purchase Contracts having the terms and conditions set forth herein to the Issuer Trust (acting through the Property Trustee), which by its execution and delivery of this Agreement is entering into and agreeing to be bound by the Stock Purchase Contracts.  No certificates will be issued to evidence the Stock Purchase Contracts.

(b)           To the fullest extent permitted by law, other than a transfer in connection with (i) a merger, consolidation, amalgamation or replacement of the Issuer Trust or (ii) any conveyance, transfer or lease by the Issuer Trust of its properties and assets substantially as an entirety to, and the assumption by, a successor entity pursuant to Section 9.5 of the Trust Agreement, any attempted transfer of the Stock Purchase Contracts shall be void.

(c)           To the fullest extent permitted by law, any assignment by the Issuer Trust of its rights hereunder, other than an assignment of this Agreement in connection with a merger, consolidation, amalgamation or replacement of the Issuer Trust or any conveyance, transfer or lease by the Issuer Trust of its properties and assets substantially as an entirety to, and the assumption by, a successor entity pursuant to Section 9.5 of the Trust Agreement, shall be void.

(d)           No amendment, modification or waiver of any provision of this Agreement shall be effective against either party hereto unless it is duly authorized by resolution of the Board of Directors of the Company and permitted under Section 6.1(c) of the Trust Agreement.

SECTION 2.2.  Purchase of Preferred Stock; Payment of Purchase Price.  (a)  Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurred or the Company shall have redeemed all of the Junior Subordinated Debentures prior to the Stock Purchase Date in accordance with the Indenture.

(b)           The Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of the Proceeds at maturity of the Pledged Treasury Securities.

(c)           If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Pledged Junior Subordinated Debentures and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Pledged Junior Subordinated Debentures

10

or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Pledged Junior Subordinated Debentures in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities.

(d)           The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts.

(e)           The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

SECTION 2.3.  Issuance of Preferred Stock.  Unless a Termination Event shall have occurred or the Company shall have redeemed all the Junior Subordinated Debentures prior to the Stock Purchase Date in accordance with the Indenture, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares of Preferred Stock registered in the name of the Property Trustee (or its nominee) as custodian for the Issuer Trust to which the Issuer Trust is entitled hereunder.

SECTION 2.4.  Termination Event; Redemption Prior to Stock Purchase Date; Notice.  (a)  The Stock Purchase Contracts and all obligations and rights of the Company and the Issuer Trust (including the obligations and rights of the Property Trustee acting on behalf of the Issuer Trust) thereunder, including, without limitation, the right of the Issuer Trust to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), and the rights and obligations of the Issuer Trust to purchase shares of Preferred Stock, shall immediately and automatically terminate, without the necessity of any notice or action by the Issuer Trust, the Property Trustee or the Company, if a Termination Event shall have occurred on or prior to the Stock Purchase Date.

(b)           The Stock Purchase Contracts and all obligations and rights of the Company and the Issuer Trust (including the obligations and rights of the Property Trustee acting on behalf of the Issuer Trust) thereunder, including, without limitation, the right of the Issuer Trust to receive and the obligation of the Company to pay any Contract Payments, except as provided in this Section 2.4(b), and the rights and obligations of the Issuer Trust to purchase shares of Preferred Stock, shall also terminate automatically upon the redemption of all the Junior Subordinated Debentures by the Company prior to

11

the Stock Purchase Date in accordance with the Indenture. Upon any such termination, the Company shall pay to the Issuer Trust for distribution to the Holders of the Normal APEX, Capital APEX and the Stripped APEX all accrued and unpaid Contract Payments.

(c)           Upon the occurrence of a Termination Event or the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Company shall promptly but in no event later than five Business Days thereafter give written notice to the Property Trustee and the Collateral Agent of such event.

SECTION 2.5.  Charges and Taxes.  The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Preferred Stock pursuant to the Stock Purchase Contracts; provided that the Company shall not be required to pay any such tax or taxes that may be payable in respect of any issuance of a share of Preferred Stock in a name other than in the name of the Property Trustee or its nominee, as custodian for the Issuer Trust, and the Company shall not be required to issue or deliver such share certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company, in addition to any Stated Amount, the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 2.6.  Contract Payments.  (a)  Subject to Section 2.7, the Company shall pay, in arrears on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Property Trustee or upon its order.  The Contract Payments will be payable by wire transfer to the Payment Account established under the Trust Agreement by U.S. Bank, National Association, as Paying Agent, and the Property Trustee so directs.  The Contract Payments will accrue from and including January 25, 2008 or from and including the most recent Payment Date on which Contract Payments have been paid or duly provided for (subject to deferral as set forth in Section 2.7) to but excluding the next succeeding Payment Date. Contract Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

(b)           The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior Indebtedness to the extent and in the manner set forth in Sections 2.6(c) through (m).

(c)           No payment or distribution in respect of any Contract Payments shall be made by the Company unless full payment of amounts then due for principal (and premium, if any), sinking funds, and interest on Senior Indebtedness of the Company has been made or duly provided for in money or money’s worth in accordance with its terms.  No payment or distribution in respect of any Contract Payments shall be made by the Company if, at the time of such payment or immediately after giving effect thereto, there shall have occurred an event of default with respect to any Senior Indebtedness of the Company or in any instrument under which the same is outstanding, or an event of default with respect to any Senior Indebtedness of the Company resulting

12

in the acceleration of the maturity thereof, or if any judicial proceedings are pending with respect to any such default.

(d)           Upon the occurrence of any event of default referred to in Section 2.6(c) that shall not have been cured or waived:

(i)            all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to the Property Trustee in respect of Contract Payments;

(ii)           any payment or distribution, whether in cash, securities or other property that would otherwise (but for these subordination provisions) be payable or deliverable in respect of Contract Payments shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full;

(iii)          after payment in full of all sums owing with respect to Senior Indebtedness, the Property Trustee, together with the holders of any obligations of the Company ranking on a parity with the Contract Payments, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, securities or other property, shall be made on account of any capital stock of the Company or any obligations of the Company ranking junior to the Company’s obligations to make Contract Payments under the Stock Purchase Contracts and such other obligations; and

(iv)          in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Property Trustee or the Issuer Trust in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred back to the transferor for distribution, or to the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Property Trustee or the Issuer Trust to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.

(e)           For purposes of Sections 2.6(c) through (p), the words “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person

13

provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Sections 2.6(b) through (m) with respect to such Contract Payments on the Stock Purchase Contracts to the payment of all Senior Indebtedness that may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Indebtedness is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment.

(f)            Any failure by the Company to make any payment on or perform any other obligation under Senior Indebtedness, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Sections 2.6(b) through (m) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company that is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

(g)           Subject to the irrevocable payment in full of all Senior Indebtedness, the Property Trustee on behalf of the Issuer Trust shall be subrogated (equally and ratably with the holders of all obligations of the Company that by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts is subordinated and that are entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, securities or other property of the Company applicable to the Senior Indebtedness until all such Contract Payments owing on the Stock Purchase Contracts shall be paid in full, and as between the Company, its creditors other than holders of such Senior Indebtedness and the Property Trustee, no such payment or distribution made to the holders of Senior Indebtedness by virtue of Sections 2.6(b) through (m) that otherwise would have been made to the Property Trustee shall be deemed to be a payment by the Company on account of such Senior Indebtedness, it being understood that the provisions of Sections 2.6(b) through (m) are intended solely for the purpose of defining the relative rights of the Property Trustee, on the one hand, and the holders of Senior Indebtedness, on the other hand.

(h)           Nothing contained in Sections 2.6(b) through (m) or elsewhere in this Agreement is intended to or shall impair, as among the Company, its creditors other

14

than the holders of Senior Indebtedness and the Property Trustee, the obligation of the Company, which is absolute and unconditional, to pay to the Property Trustee such Contract Payments on the Stock Purchase Contracts as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Property Trustee and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Property Trustee from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Sections 2.6(b) through (m), of the holders of Senior Indebtedness in respect of cash, securities or other property of the Company received upon the exercise of any such remedy.

(i)            Upon payment or distribution of assets of the Company referred to in Sections 2.6(b) through (m), the Property Trustee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors, liquidating trustee or other Person making any payment or distribution, delivered to the Property Trustee, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Sections 2.6(b) through (m); provided that the foregoing shall not be construed as creating any duty on the part of the Property Trustee.

(j)            The Property Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee or representative on behalf of any such holder or holders.  In the event that the Property Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to Section 2.6(b) through (m), the Property Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Property Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Sections 2.6(b) through (m), and, if such evidence is not furnished, the Property Trustee may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment, provided that the foregoing shall not be construed as imposing any obligation or duty on the part of the Property Trustee.

(k)           Nothing contained in Sections 2.6(b) through (m) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in Sections 2.6(b) through (m).

(l)            U.S. Bank National Association, or any successor Property Trustee, in its individual capacity shall be entitled to all the rights set forth in this Section with respect to any Senior Indebtedness at the time held by it, to the same extent as any

15

other holder of Senior Indebtedness and nothing in this Agreement shall deprive U.S. Bank National Association, or any successor Property Trustee of any of its rights as such holder.

(m)          No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

(n)           Nothing in this Section 2.6 shall apply to claims of, or payments to, the Property Trustee under or pursuant to Section 2.7.

(o)           With respect to the holders of Senior Indebtedness, (i) the Property Trustee shall not be liable to any such holders if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property received by it to which any holders of Senior Indebtedness shall be entitled by virtue of this Section 2.6 or otherwise; (ii) no implied covenants or obligations shall be read into this Agreement against the Property Trustee; and (iii) the Property Trustee shall owe no duties, fiduciary or otherwise, to such holders.

(p)           Nothing in this Section 2.6 shall apply to any payment or distribution, whether in cash, securities or other property, made to, or paid over or distributed by, any Paying Agent in respect of Contract Payments or otherwise.  The Paying Agent shall owe no duty, fiduciary or otherwise, to any holder of Senior Indebtedness and shall not be liable to any holders of Senior Indebtedness if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Indebtedness shall otherwise be entitled by virtue of this Section 2.6 or otherwise; and no implied covenants or obligations shall be read into this Agreement against the Paying Agent.

SECTION 2.7.  Deferral of Contract Payments.  (a)  The Company shall have the right (which will be exercised if so directed by the Federal Reserve), at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Property Trustee (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least one Business Day prior to the record date for the next succeeding Payment Date.  Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate originally applicable to the Junior Subordinated Debentures (calculated on the same basis as originally applicable to the Junior Subordinated Debentures), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “Deferred Contract Payments”).  Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 2.7, except as provided under Section 1.9.  No Contract Payments may be deferred to a date

16

that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9.  If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event or the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Issuer Trust’s right to receive any Contract Payments and any Deferred Contract Payments will terminate.

(b)           In the event that the Company elects to defer the payment of Contract Payments until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the Property Trustee on behalf of the Issuer Trust on such Payment Date, except as provided under Section 1.9.

(c)           In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts and such deferral is continuing on the Stock Purchase Date, the Property Trustee on behalf of the Issuer Trust will receive on the Stock Purchase Date in lieu of a cash payment, in addition to the shares of Preferred Stock to be issued pursuant to Section 2.3, Additional Subordinated Debentures that will (i) have a principal amount equal to the aggregate amount of Deferred Contract Payments at the Stock Purchase Date, (ii) mature on the later of March 15, 2013 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (iii) bear interest at the rate per annum equal to the originally applicable rate of interest on the Junior Subordinated Debentures (subject to deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), (iv) be subordinate and rank junior in right of payment to all of the Company’s Senior Indebtedness on the same basis as the Contract Payments and (v) be redeemable at the option of the Company at any time or from time to time prior to their stated maturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Debentures under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder.

(d)           In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments to the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Debentures, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its capital stock, including Preferred Stock; (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks or make any payments under any guarantee that ranks, upon liquidation, pari passu in all respects with the Junior Subordinated Debentures (“Parity Securities”) or any debt securities of the Company that rank junior to the Junior Subordinated Debentures; or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that

17

by its terms ranks junior in interest to the Company’s guarantee related to the APEX other than, in each case:

(i)            any repurchase, redemption or other acquisition of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or shareholder purchase plan, or (4) the issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the beginning of the deferral period;

(ii)           any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock;

(iii)          any purchase of fractional interests of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

(iv)          any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto;

(v)           payments in respect of the Company’s guarantee related to the APEX executed for the benefit of the Holders of the APEX;

(vi)          payments of interest on Parity Securities (including the Junior Subordinated Debentures) in additional Parity Securities (including any Additional Subordinated Debentures) and any repurchase of Parity Securities (including the Junior Subordinated Debentures) in exchange for preferred stock (including the Preferred Stock), in each case in connection with a Failed Remarketing or similar event;

(vii)         any payment of current or deferred interest on Parity Securities that is made pro rata to the amounts due on such Party Securities (including the Junior Subordinated Debentures) and any payments of principal of or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or

(viii)        any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

18

ARTICLE III

Remedies

SECTION 3.1.  Unconditional Right of the Property Trustee to Receive Contract Payments and to Purchase Shares of Preferred Stock; Direct Action by Holders of Normal APEX, Capital APEX or Stripped APEX.  The Property Trustee on behalf of the Issuer Trust shall have the right, which is absolute and unconditional, (i) subject to Article II, to receive each Contract Payment with respect to each Stock Purchase Contract on the respective Payment Date and (ii) except upon and following a Termination Event or the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, to purchase one share of Preferred Stock pursuant to such Stock Purchase Contract and, in each such case, to institute suit for the enforcement of any such right to receive Contract Payments and the right to purchase such share of Preferred Stock, and such rights shall not be impaired without its consent.  Up to and including the Stock Purchase Date, or the earlier termination of the Stock Purchase Contracts, any Holder shall have the right, upon default in the payment of any Contract Payment with respect to any Stock Purchase Contract on the respective Payment Date (subject to Article II), to institute a suit directly against the Company for enforcement of payment to such Holder of Contract Payments on Stock Purchase Contracts (or interests therein) having a stated amount equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of the APEX held by such Holder.

SECTION 3.2.  Restoration of Rights and Remedies.  If the Property Trustee on behalf of the Issuer Trust has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Issuer Trust, then and in every such case, subject to any determination in such proceeding, the Company and the Issuer Trust shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Property Trustee on behalf of the Issuer Trust shall continue as though no such proceeding had been instituted.

SECTION 3.3.  Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Property Trustee on behalf of the Issuer Trust is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.  Every right and remedy given by this Article III or by law to the Property Trustee may be exercised from time to time, and as often as may be deemed expedient, by the Property Trustee.

SECTION 3.4.  Waiver of Stay or Extension Laws.  The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may

19

affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Property Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE IV

Consolidation, Merger, Conveyance, Transfer Or Lease

SECTION 4.1.  Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions.  The Company covenants that it will not consolidate with, convert into, or merge with and into, any other entity or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or entity, unless:

(a)           the successor shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Stock Purchase Contracts, this Agreement, the Collateral Agreement, the Trust Agreement, the Indenture, the Guarantee Agreement and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Property Trustee, executed and delivered to the Property Trustee by such corporation;

(b)           such successor corporation shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Collateral Agreement, the Trust Agreement or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements; and

(c)           the successor entity shall have reserved sufficient authorized and unissued shares of preferred stock having substantially the same terms and conditions as the Preferred Stock such that the Issuer Trust will receive, on the Stock Purchase Date, shares of preferred stock having substantially the same rights as the Preferred Stock that the Issuer Trust would have received had such merger, consolidation or other transaction not occurred.

SECTION 4.2.  Rights and Duties of Successor Corporation.  In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor corporation in accordance with Section 4.1, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company.

SECTION 4.3.  Officers’ Certificate and Opinion of Counsel Given to Property Trustee.  The Property Trustee shall receive an Officers’ Certificate and an

20

Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IV and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE V 

Covenants

SECTION 5.1.  Performance under Stock Purchase Contracts.  The Company covenants and agrees for the benefit of the Issuer Trust that it will duly and punctually perform its obligations under the Stock Purchase Contracts in accordance with the terms of the Stock Purchase Contracts and this Agreement.

SECTION 5.2.  Company to Reserve Preferred Stock.  The Company shall at all times prior to the Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Preferred Stock the full number of shares of Preferred Stock issuable against tender of payment for such shares of Preferred Stock in respect of all Stock Purchase Contracts.

SECTION 5.3.  Covenants as to Preferred Stock.  The Company covenants that all shares of Preferred Stock that may be issued against tender of payment for such shares of Preferred Stock in respect of any Stock Purchase Contract will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

SECTION 5.4.  Statements of Officers of the Company as to Default.  The Company will deliver to the Property Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

STATE STREET CORPORATION,
	by
		Name:
		Title:
STATE STREET CAPITAL TRUST III,
	by
	by		U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Property Trustee
			by
				Name:
				Title:

EX-4.7

Exhibit 4.7

COLLATERAL AGREEMENT

among

STATE STREET CORPORATION,

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent, Custodial Agent,
Securities Intermediary and Securities Registrar

and

STATE STREET CAPITAL TRUST III,

acting through U.S. Bank National Association,
as Property Trustee

Dated as of January 25, 2008

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions		2

ARTICLE II

Pledge

SECTION 2.01.	Pledge	8
SECTION 2.02.	Control	8
SECTION 2.03.	Termination	8

ARTICLE III

Control

SECTION 3.01.	Establishment of Collateral Account	8
SECTION 3.02.	Treatment as Financial Assets	9
SECTION 3.03.	Sole Control by Collateral Agent	9
SECTION 3.04.	Securities Intermediary’s Location	9
SECTION 3.05.	No Other Claims	9
SECTION 3.06.	Investment and Release	10
SECTION 3.07.	No Other Agreements	10
SECTION 3.08.	Powers Coupled with an Interest	10
SECTION 3.09.	Waiver of Lien; Waiver of Set-off	10

ARTICLE IV

Custody

SECTION 4.01.	Appointment	10
SECTION 4.02.	Custody	10
SECTION 4.03.	Termination of Custody Account	11
SECTION 4.04.	Waiver of Lien; Waiver of Set-off	11

ARTICLE V

Distributions on Collateral and Custody Junior Subordinated Debentures

SECTION 5.01.	Interest on Junior Subordinated Debentures	11
SECTION 5.02.	Payments Following Termination Event or Redemption Prior to Stock Purchase Date	11

i

SECTION 5.03.	Payments Prior to or on Stock Purchase Date	12
SECTION 5.04.	Payments to Property Trustee	12
SECTION 5.05.	Assets Not Properly Released	13

ARTICLE VI

Initial Deposit; Exchange of Normal APEX and Qualifying Treasury Securities for Stripped
APEX and Capital APEX; Reinvestment of Proceeds of Pledged Treasury Securities

SECTION 6.01.	Initial Deposit of Junior Subordinated Debentures	13
SECTION 6.02.	Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX	13
SECTION 6.03.	Exchange of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities	14
SECTION 6.04.	Termination Event; Redemption Prior to Stock Purchase Date	15
SECTION 6.05.	Reinvestment of Proceeds of Pledged Treasury Securities	16
SECTION 6.06.	Application of Proceeds in Settlement of Stock Purchase Contracts	17
SECTION 6.07.	Application of Proceeds in a Remarketing	18

ARTICLE VII

Voting Rights –– Junior Subordinated Debentures

SECTION 7.01. Voting Rights 18

ARTICLE VIII

Rights and Remedies

SECTION 8.01.	Rights and Remedies of the Collateral Agent	18
SECTION 8.02.	Remarketing; Contingent Exchange Elections by Holder of Normal APEX	19
SECTION 8.03.	Contingent Disposition Election by Holder of Capital APEX	21

ARTICLE IX

Representations and Warranties; Covenants

SECTION 9.01.	Representations and Warranties	22
SECTION 9.02.	Covenants	22

ARTICLE X

The Collateral Agent, The Custodial Agent, The Securities Intermediary and The Securities

Registrar

SECTION 10.01. Appointment, Powers and Immunities 23

ii

SECTION 10.02.	Instructions of the Company	24
SECTION 10.03.	Reliance by Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar	24
SECTION 10.04.	Certain Rights	25
SECTION 10.05.	Merger, Conversion, Consolidation or Succession to Business	26
SECTION 10.06.	Rights in Other Capacities	27
SECTION 10.07.	Non-reliance on Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar	27
SECTION 10.08.	Compensation and Indemnity	27
SECTION 10.09.	Failure to Act	28
SECTION 10.10.	Resignation of Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar	29
SECTION 10.11.	Right to Appoint Agent or Advisor	30
SECTION 10.12.	Survival	31
SECTION 10.13.	Exculpation	31
SECTION 10.14.	Statements and Confirmations	31
SECTION 10.15.	Tax Allocations	31

ARTICLE XI

Amendment

SECTION 11.01.	Amendment	31
SECTION 11.02.	Execution of Amendments	32
ARTICLE XII
Miscellaneous
SECTION 12.01.	No Waiver	32
SECTION 12.02.	Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury	32
SECTION 12.03.	Notices	32
SECTION 12.04.	Successors and Assigns	33
SECTION 12.05.	Severability	33
SECTION 12.06.	Expenses, Etc	33
SECTION 12.07.	Security Interest Absolute	34
SECTION 12.08.	Notice of Termination Event or Redemption Prior to Stock Purchase Date	34
SECTION 12.09.	Incorporation by Reference	34
SECTION 12.10.	No Recourse	34

iii

EXHIBITS
Exhibit A	—	Form of Normal APEX Certificate
Exhibit B	—	Form of Stripped APEX Certificate
Exhibit C	—	Form of Capital APEX Certificate
SCHEDULES
Schedule I	—	Reference Dealers
Schedule II	—	Contact Persons for Confirmation

iv

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”).

RECITALS

The Company and the Issuer Trust (acting through the Property Trustee) are parties to the Stock Purchase Contract Agreement, dated as of the date hereof (as modified and supplemented and in effect from time to time, the “Stock Purchase Contract Agreement”), pursuant to which the Company has agreed to issue stock purchase contracts, having a liquidation amount of $100,000 per contract (each, a “Stock Purchase Contract”) to the Issuer Trust.

Each Stock Purchase Contract requires the Company to issue and sell, and the Property Trustee (on behalf of the Issuer Trust) to purchase, on the Stock Purchase Date (as defined in the Stock Purchase Contract Agreement), for an amount equal to $100,000 (the “Purchase Price”), one share of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share (the “Preferred Stock”).

Pursuant to the Trust Agreement, the Stock Purchase Contract Agreement and the Stock Purchase Contracts, the Issuer Trust acting through the Property Trustee is required to execute and deliver this Agreement, to grant the pledge provided herein of the Collateral (as defined herein) to secure the Obligations (as defined herein) and to appoint the Custodial Agent to establish and maintain the Custody Account (as defined herein).

NOW, THEREFORE, THIS COLLATERAL AGREEMENT WITNESSETH: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the

Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Securities Registrar and the Issuer Trust mutually agree as follows:

ARTICLE I

Definitions

SECTION 1.01.  Definitions.  For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)  The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders.

(b)  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision and references to any Article, Section or other subdivision are references to an Article, Section or other subdivision of this Agreement.

(c)  The following terms that are defined in the UCC shall have the meanings set forth therein: “certificated security,” “control,” “financial asset,” “financing statement,” “entitlement order,” “securities account,” “security entitlement” and “funds-transfer system”.

(d)  Capitalized terms used herein and not defined herein have the meanings assigned to them in the Trust Agreement.

(e)  The following terms have the meanings given to them in this Section 1.01(e):

“Agreement” means this Collateral Agreement, as the same may be amended, modified or supplemented from time to time.

“Cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

“Collateral” means the collective reference to:

(1) the Collateral Account and all investment property and other financial assets from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the Junior Subordinated Debentures, other than any Junior Subordinated Debentures that are Transferred to (x) the Custodial Agent in accordance with Section 6.02 upon the Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX pursuant to Sections 5.13(a)(i), (b) and (c) of the Trust Agreement from time to time, (y) the Remarketing Agent or the Custody Account in accordance with Section 8.02(b) upon a Successful Remarketing or (z) the property trustee of a new trust in the event the Company elects to remarket the Junior Subordinated Debentures in the form of New Capital Securities pursuant to

2

Section 4.2(d) of the Supplemental Indenture and (B) any Qualifying Treasury Securities and security entitlements thereto delivered from time to time upon the exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX pursuant to Sections 5.13(a)(i), (b) and (c) of the Trust Agreement and in accordance with Section 6.02;

(2) all Qualifying Treasury Securities and security entitlements thereto purchased by the Collateral Agent with the Proceeds of Qualifying Treasury Securities pursuant to Section 6.05;

(3) Remarketing Treasury Securities acquired in accordance with Section 8.02(b) with the net Proceeds of the Remarketing;

(4) all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the Issuer Trust, as pledgor or with respect to the pledgor); and

(5) all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

“Collateral Account” means the securities account of U.S. Bank National Association, as Collateral Agent, maintained by the Securities Intermediary and designated “U.S. Bank National Association, as Collateral Agent of State Street Corporation, as pledgee of State Street Capital Trust III, acting through U.S. Bank National Association, as Property Trustee”.

“Collateral Agent” means the Person named as the “Collateral Agent” in the preamble to this Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Collateral Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Company” means the Person named as the “Company” in the preamble to this Agreement until a successor shall have become such pursuant to the applicable provisions of the Stock Purchase Contract Agreement, and thereafter “Company” shall mean such successor.

“Custodial Agent” means the Person named as the “Custodial Agent” in the preamble to this Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Custody Account” means the securities account of U.S. Bank National Association, as Custodial Agent, designated “U.S. Bank National Association, as Custodial Agent for State Street Capital Trust III”.

“Custody Junior Subordinated Debentures” has the meaning specified in Section 4.01.

3

“Exchange” means an exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX pursuant to Section 5.13(b) of the Trust Agreement and Section 6.02 or an exchange of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities pursuant to Section 5.13(d) of the Trust Agreement and Section 6.03.

“Final Dealer” has the meaning specified in Section 6.05(a).

“Indemnitees” has the meaning specified in Section 10.08(b).

“Issuer Trust” has the meaning specified in the first paragraph of this Agreement.

“Junior Subordinated Debentures” means the Remarketable 6.001% Junior Subordinated Debentures due 2042 of the Company issued pursuant to the Indenture.

“Loss” (and collectively, “Losses”) has the meaning specified in Section 10.08(b).

“Market Disruption Event” means (i) a general moratorium on commercial banking activities in New York declared by the relevant authorities or (ii) any material disruption of the U.S. government securities market or U.S. federal funds-transfer systems, written notification of which shall have been given to the Collateral Agent by any of the Administrative Trustees.

“Notice of Contingent Disposition Election” means a Notice of Contingent Disposition Election substantially in the form set forth on the reverse side of the form of Capital APEX Certificate, a copy of which is attached hereto as Exhibit C.

“Notice of Contingent Exchange Election” means a Notice of Contingent Exchange Election substantially in the form set forth on the reverse side of the form of Normal APEX Certificate, a copy of which is attached hereto as Exhibit A.

“Obligations” means all obligations and liabilities of the Issuer Trust and the Property Trustee on behalf of the Issuer Trust under each Stock Purchase Contract, the Stock Purchase Contract Agreement and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Property Trustee or the Issuer Trust, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Issuer Trust pursuant to the terms of any of the foregoing agreements).

“Permitted Investments” means any one of the following, in each case maturing on the Business Day following the date of acquisition:

(1) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of

4

America or any agency or instrumentality thereof (provided, however, that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

(2) deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the Collateral Agent);

(3) investments with an original maturity of 365 days or less of any Person that are fully and unconditionally guaranteed by a bank referred to in clause (2);

(4) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

(5) investments in commercial paper, other than commercial paper issued by the Company or its Affiliates, of any corporation incorporated under the laws of the United States of America or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1” by Standard & Poor’s Ratings Services (“S&P”) or at least equal to “P-1” by Moody’s Investors Service, Inc. (“Moody’s”); and

(6) investments in money market funds (including, but not limited to, money market funds managed by the Collateral Agent or an Affiliate of the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

“Pledge” means the lien and security interest created by this Agreement.

“Pledged Junior Subordinated Debentures” means each Junior Subordinated Debentures deposited with the Collateral Agent pursuant to Section 6.01 or delivered to the Collateral Agent pursuant to Section 6.03, until such time as it is released from the Pledge and delivered to the Custodial Agent pursuant to Section 6.02 or to the Remarketing Agent or the Custody Account pursuant to Section 8.02(b).

“Pledged Treasury Securities” means Qualifying Treasury Securities from time to time credited to the Collateral Account pursuant to Section 6.02 and not then released from the Pledge pursuant to Section 6.03, together with all Qualifying Treasury Securities purchased from time to time by the Collateral Agent with the Proceeds of maturing Pledged Treasury Securities pursuant to Section 6.05 as well as any Remarketing Treasury Securities Transferred to a Collateral Account in accordance with Section 8.02(b) with the net Proceeds from a Successful Remarketing.

“Preferred Stock” has the meaning specified in the Recitals of this Agreement.

5

“Proceeds” has the meaning ascribed thereto in Section 9-102(a)(64) of the UCC and includes, without limitation, all interest, dividends, Cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, the Remarketing), exchange, collection or disposition of any financial assets from time to time held in the Collateral Account.

“Property Trustee” means the Person named as the “Property Trustee” in the first paragraph of this Agreement until a successor Property Trustee shall have become such pursuant to the applicable provisions of the Trust Agreement, and thereafter “Property Trustee” shall mean such Person or any subsequent successor who is appointed pursuant to the Trust Agreement.

“Purchase Price” has the meaning specified in the Recitals of this Agreement.

“Recombination Notice and Request” means a Recombination Notice and Request substantially in the form set forth on the reverse side of the forms of Stripped APEX Certificate and Capital APEX Certificate, copies of which are attached hereto as Exhibits B and C respectively.

“Reference Dealer” means each of the U.S. government securities dealers listed on Schedule I hereto (including any successor thereto) and any other U.S. government securities dealers designated by the Collateral Agent (it being understood that the Collateral Agent may, but shall not be obligated, to designate any one or more such other U.S. government securities dealers); provided, however, that if at any time fewer than three of the entities named on Schedule I are active U.S. government securities dealers and approved counterparties of U.S. Bank National Association, any of the Administrative Trustees may designate an additional U.S. government securities dealer as a Reference Dealer.

“Remarketing” has the meaning specified in the Indenture.

“Remarketing Treasury Securities”  means U.S. Treasury securities purchased with the net Proceeds of a Remarketing that, with respect to each Junior Subordinated Debenture sold in the Remarketing, will pay on or prior to the Stock Purchase Date an amount of cash equal to the principal amount of plus the interest payment scheduled to be payable on that date on such Junior Subordinated Debenture, assuming for that purpose, even if not true, that the interest rate on such Junior Subordinated Debenture is equal to the interest rate on such Junior Subordinated Debenture immediately prior to Remarketing and that all accrued and unpaid interest on such Junior Subordinated Debenture is paid in cash on such date.

“Roll Date” means, with respect to any Additional Distribution Date, the latest date prior to such Additional Distribution Date that is a maturity date of Qualifying Treasury Securities held in the Collateral Account.

“Securities Intermediary” means the Person named as the “Securities Intermediary” in the first paragraph of this Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

6

“Securities Registrar” means the Person named as the “Securities Registrar” in the first paragraph of this Agreement until a successor Securities Registrar shall have been appointed by the Company pursuant to the applicable provisions of the Trust Agreement, and thereafter “Securities Registrar” shall mean such Person or any subsequent successor who is appointed pursuant to the Trust Agreement by the Company.

“Stock Purchase Contract” has the meaning specified in the Recitals of this Agreement.

“Stock Purchase Contract Agreement” has the meaning specified in the Recitals of this Agreement.

“Stripping Notice and Request” means a Stripping Notice and Request substantially in the form set forth on the reverse side of the form of Normal APEX Certificate, a copy of which is attached hereto as Exhibit A.

“Successful” has the meaning specified in the Indenture.

“Termination Event” has the meaning specified in the Stock Purchase Contract Agreement.

“Trade Date” means, with respect to each Roll Date, the Business Day immediately preceding such Roll Date.

“TRADES” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the TRADES Regulations.

“TRADES Regulations” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time.  Unless otherwise defined herein, all terms defined in the TRADES Regulations are used herein as therein defined.

“Transfer” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, endorsed to the transferee or in blank by an effective endorsement, (ii) in the case of Qualifying Treasury Securities, registration of the transferee as the owner of such Qualifying Treasury Securities on TRADES and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Qualifying Treasury Securities, a securities intermediary indicating by book entry that such security entitlement has been credited to the transferee’s securities account.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the date hereof, among the Company, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein), and the several Holders (as defined therein).

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time.

7

“Value” means, with respect to any item of Collateral on any date, as to (1) Cash, the face amount thereof, (2) Junior Subordinated Debentures, the aggregate principal amount thereof, and (3) Qualifying Treasury Securities, the aggregate principal amount thereof.

ARTICLE II

Pledge

SECTION 2.01.  Pledge.  The Issuer Trust (acting through the Property Trustee) hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set-off against, all of the Issuer Trust’s right, title and interest in and to the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations.  The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

SECTION 2.02.  Control.  The Collateral Agent shall have control of the Collateral Account pursuant to the provisions of Article III hereof.

SECTION 2.03.  Termination.  This Agreement and the Pledge created hereby shall terminate upon the satisfaction of the Obligations.  Upon receipt by the Collateral Agent from the Company of notice of such termination, the Collateral Agent shall, except as otherwise provided herein, Transfer and instruct the Securities Intermediary to Transfer the Collateral to or upon the order of the Property Trustee, free and clear of the Pledge created hereby.

ARTICLE III

Control

SECTION 3.01.  Establishment of Collateral Account.  The Securities Intermediary hereby confirms that:

(a)  the Securities Intermediary has established the Collateral Account;

(b)  the Collateral Account is a securities account;

(c)  subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account;

(d)  all property delivered to the Securities Intermediary pursuant to this Agreement or the Stock Purchase Contract Agreement, including any Permitted Investments purchased by the Securities Intermediary from the Proceeds of any Collateral, will be credited promptly to the Collateral Account; and

8

(e)  all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Property Trustee and indorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or the Collateral Agent, or (iii) credited to another securities account maintained in the name of the Securities Intermediary.  In no case will any financial asset credited to the Collateral Account be registered in the name of the Property Trustee or specially indorsed to the Property Trustee unless such financial asset has been further indorsed to the Securities Intermediary or in blank.

SECTION 3.02.  Treatment as Financial Assets.  Each item of property (whether investment property, financial asset, security, instrument or Cash) credited to the Collateral Account shall be treated as a financial asset.

SECTION 3.03.  Sole Control by Collateral Agent.  Except as provided in Section 8.01, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the Collateral Account, and the Securities Intermediary shall take instructions and directions with respect to the Collateral Account solely from the Collateral Agent.  If at any time the Securities Intermediary shall receive an entitlement order issued by the Collateral Agent and relating to the Collateral Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Property Trustee or any other Person.  Except as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with any entitlement orders issued by the Property Trustee.

The Issuer Trust hereby irrevocably constitutes and appoints the Collateral Agent and the Company, with full power of substitution, as the Issuer Trust’s attorney-in-fact to take on behalf of, and in the name, place and stead of the Issuer Trust and the Holders, any action necessary or desirable to perfect and to keep perfected the security interest in the Collateral referred to in Section 2.01.  The grant of such power-of-attorney shall not be deemed to require of the Collateral Agent any specific duties or obligations not otherwise expressly assumed by the Collateral Agent hereunder.  Notwithstanding the foregoing, in no event shall the Collateral Agent or Securities Intermediary be responsible for the preparation or filing of any financing or continuation statements or responsible for maintenance or perfection of any security interest hereunder.

SECTION 3.04.  Securities Intermediary’s Location.  The Collateral Account, and the rights and obligations of the Securities Intermediary, the Collateral Agent and the Property Trustee with respect thereto, shall be governed by the laws of the State of New York.  Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

SECTION 3.05.  No Other Claims.  Except for the claims and interest of the Collateral Agent and of the Issuer Trust in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto.  If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset

9

carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Property Trustee.

SECTION 3.06.  Investment and Release.  All Proceeds of financial assets from time to time deposited in the Collateral Account shall be invested and reinvested as provided in this Agreement.  At no time prior to termination of the Pledge with respect to any particular property shall such property be released from the Collateral Account except in accordance with this Agreement or upon written instructions of the Collateral Agent.

SECTION 3.07.  No Other Agreements.  The Securities Intermediary has not entered into, and prior to the termination of the Pledge will not enter into, any agreement with any other Person relating to the Collateral Account or any financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent.

SECTION 3.08.  Powers Coupled with an Interest.  The rights and powers granted in this Article III to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Account, are powers coupled with an interest and will be affected neither by the bankruptcy of the Property Trustee or the Issuer Trust nor by the lapse of time.  The obligations of the Securities Intermediary under this Article III shall continue in effect until the termination of the Pledge with respect to any and all Collateral.

SECTION 3.09.  Waiver of Lien; Waiver of Set-off.  The Securities Intermediary waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Collateral Account, any financial asset credited thereto or any security entitlement in respect thereof.  Neither the financial assets credited to the Collateral Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any person other than the Company.

ARTICLE IV

Custody

SECTION 4.01.  Appointment.  The Issuer Trust hereby appoints the Custodial Agent as Custodial Agent of the Issuer Trust to hold all of the Junior Subordinated Debentures that are property of the Issuer Trust, other than the Pledged Junior Subordinated Debentures (collectively, the “Custody Junior Subordinated Debentures”), for the benefit of the Issuer Trust and for the purposes set forth herein, and the Custodial Agent hereby accepts such appointment under the terms and conditions set forth herein.

SECTION 4.02.  Custody.  The Custodial Agent will hold the Custody Junior Subordinated Debentures in the Custody Account.  For the avoidance of doubt, the Custodial Agent shall segregate on its books and records the assets of the Issuer Trust (including the Collateral) from assets held by the Custodial Agent for other customers or for the Custodial Agent itself.  The Custodial Agent shall only have the obligations expressly set forth herein and shall have no responsibility for monitoring compliance with the Trust Agreement, the Stock Purchase Contract Agreement or any other agreement in connection therewith.  The Custodial

10

Agent shall accept the Transfer of Junior Subordinated Debentures from the Collateral Agent from time to time pursuant to Section 6.02, deliver Junior Subordinated Debentures to the Collateral Agent from time to time pursuant to Section 6.03 and deliver Junior Subordinated Debentures to the Remarketing Agent on the Remarketing Settlement Date pursuant to Section 8.03.

SECTION 4.03.  Termination of Custody Account.  Upon receipt by the Custodial Agent from the Company of notice of termination of this Agreement pursuant to Section 2.03, the Custodial Agent shall deliver the Custody Junior Subordinated Debentures to the Property Trustee.

SECTION 4.04.  Waiver of Lien; Waiver of Set-off.  The Custodial Agent waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Custodial Agent, any financial asset credited thereto or any security entitlement in respect thereof.  Neither the financial assets credited to the Custody Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Issuer Trust.

ARTICLE V

Distributions on Collateral and Custody Junior Subordinated Debentures

SECTION 5.01.  Interest on Junior Subordinated Debentures.  (a)  The Collateral Agent shall transfer all interest received from time to time by the Collateral Agent on account of the Pledged Junior Subordinated Debentures to the Paying Agent.

(b)  The Custodial Agent shall transfer all interest received from time to time by the Custodial Agent on account of the Custody Junior Subordinated Debentures to the Paying Agent.

SECTION 5.02.  Payments Following Termination Event or Redemption Prior to Stock Purchase Date.  Following a Termination Event or the termination of the Stock Purchase Contracts upon redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, written notice of which the Collateral Agent or the Custodial Agent, as the case may be, shall have received from the Company, the Property Trustee or any of the Administrative Trustees,

(a)  the Collateral Agent shall cause the Securities Intermediary to Transfer (i) the Pledged Junior Subordinated Debentures, (ii) the Pledged Treasury Securities and (iii) any Permitted Investments, including in each case any and all payments of principal or interest it receives in respect thereof, to the Property Trustee or its designee, free and clear of the Pledge created hereby; and

(b)  the Custodial Agent shall Transfer the Custody Junior Subordinated Debentures and any and all payments of principal or interest it receives in respect thereof to the Property Trustee or its designee.

11

SECTION 5.03.  Payments Prior to or on Stock Purchase Date.  (a)  Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event or notice of the termination of the Stock Purchase Contracts upon the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Junior Subordinated Debentures and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price.  Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby for payment in accordance with the terms of the Trust Agreement.  The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments.  The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction.  The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein.

(b)  All payments of principal received by the Custodial Agent in respect of the Custody Junior Subordinated Debentures shall be transferred to the Paying Agent.

(c)  All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Junior Subordinated Debentures and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Junior Subordinated Debentures that upon such release shall have become Custody Junior Subordinated Debentures in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

SECTION 5.04.  Payments to Property Trustee.  The Securities Intermediary and the Custodial Agent shall use commercially reasonable efforts to deliver payments to the Paying Agent or the Property Trustee as provided hereunder to the following account established by the Paying Agent or the Property Trustee, for credit to U.S. Bank National Association, ABA # 091000022, ATTN: U.S. Bank Trust N.A., for further credit to A/C #173103322066, FFC

12

120789010, Ref: State Street Capital Trust III Payment Account, not later than 12:00 P.M. (New York City time) on the Business Day it receives such payment; provided, however, that if such payment is required to be made on a day that is not a Business Day or after 11:00 A.M. (New York City time) on a Business Day, then it shall use commercially reasonable efforts to deliver such payment to the Paying Agent or the Property Trustee no later than 10:30 A.M. (New York City time) on the next succeeding Business Day.

SECTION 5.05.  Assets Not Properly Released.  If the Paying Agent or the Property Trustee shall receive any principal payments on account of financial assets credited to the Collateral Account and not released therefrom in accordance with this Agreement, the Paying Agent or the Property Trustee shall hold the same as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver the same to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations, and the Paying Agent or the Property Trustee shall acquire no right, title or interest in any such payments of principal amounts so received.  Neither the Paying Agent nor the Property Trustee shall have any liability under this Section 5.05 unless and until it has been notified in writing that such payment was delivered to it erroneously and nor shall it have any liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE VI

Initial Deposit; Exchange of Normal APEX and
Qualifying Treasury Securities for Stripped APEX and Capital APEX; Reinvestment of Proceeds

of Pledged Treasury Securities

SECTION 6.01.  Initial Deposit of Junior Subordinated Debentures.  (a)  Prior to or concurrently with the execution and delivery of this Agreement, the Property Trustee shall Transfer to the Securities Intermediary, for credit to the Collateral Account, Junior Subordinated Debentures having an aggregate principal amount of $500,100,000.

(b)  The Collateral Agent shall, at any time or from time to time, at the written request of the Company, cause any or all securities or other property underlying any financial assets credited to the Collateral Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees; provided, however, that unless any Event of Default (as defined in the Trust Agreement) shall have occurred and be continuing, and in respect of which the Collateral Agent shall have received written notice from the Property Trustee or the Administrative Trustees, the Collateral Agent agrees not to cause any Junior Subordinated Debentures to be so re-registered.

SECTION 6.02.  Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX.  (a)  On each occasion on which a Holder of Normal APEX exercises its rights pursuant to Sections 5.13(a)(i), (b) and (c) of the Trust Agreement to exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX by, during any Exchange Period:

13

(i)  depositing with the Securities Intermediary, for credit to the Collateral Account the U.S. Treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal APEX being Exchanged;

(ii)  Transferring the Normal APEX being Exchanged to the Securities Registrar; and

(iii)  delivering a duly executed and completed Stripping Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder has deposited the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that the Holder is Transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and (z) requesting the delivery to the Holder of such Stripped APEX and Capital APEX,

the Collateral Agent shall, upon the deposit and Transfer pursuant to clauses (i) and (ii) and receipt of the notice and request referred to in clause (iii), (w) be deemed to accept the Qualifying Treasury Securities deposited pursuant to clause (i) as Collateral subject to the Pledge, (x) release Pledged Junior Subordinated Debentures of a Like Amount from the Pledge, (y) Transfer such Pledged Junior Subordinated Debentures to the Custodial Account free and clear of the Company’s security interest therein, and (z) confirm to the Property Trustee in writing that such release and Transfer has occurred.  The Custodial Agent shall continue to hold such Junior Subordinated Debentures as Custody Junior Subordinated Debentures pursuant to Article IV.

(b)  The Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Trust Agreement dealing with increasing and decreasing the number of Capital Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel the number of Normal APEX Transferred pursuant to Section 6.02(a) and deliver a Like Amount of Stripped APEX and Capital APEX to the Holder, all by making appropriate notations on the Book-Entry Capital Securities Certificates of the appropriate Series.

(c)  The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 6.02, shall not constitute a novation of the security interest created hereby.

(d)  The determinations made by the Administrative Trustees pursuant to Section 10.1 of the Trust Agreement, including the issue dates, the maturity dates and when available, the CUSIP numbers of the Qualifying Treasury Securities, shall be made available by the Collateral Agent to any Holder requesting such information.

SECTION 6.03.  Exchange of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities.  (a)  On each occasion on which a Holder of Stripped APEX and Capital APEX exercises its rights pursuant to Sections 5.13(d) of the Trust Agreement to exchange Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities by, during any Exchange Period, Transferring the Stripped APEX and the

14

Capital APEX being Exchanged to the Securities Registrar and delivering a duly executed and completed Recombination Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder is Transferring the related Stripped APEX and Capital APEX to the Securities Registrar in connection with the Exchange of such Stripped APEX and Capital APEX for a Like Amount of each of Normal APEX and Pledged Treasury Securities, (y) requesting the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to the Liquidation Amount of each of the Stripped APEX and Capital APEX being exchanged, and (z) requesting the Securities Registrar to deliver to the Holder Normal APEX of a Like Amount, the Custodial Agent shall:

(i)  Transfer a Like Amount of Junior Subordinated Debentures from the Custody Account to the Collateral Account in substitution for such Pledged Treasury Securities;

(ii)  be deemed to accept the Junior Subordinated Debentures Transferred by the Custodial Agent pursuant to clause (i) as Collateral subject to the Pledge; and

(iii)  release Pledged Treasury Securities of a Like Amount from the Pledge and deliver such Qualifying Treasury Securities to the Holder free and clear of the Company’s security interest therein, and confirm in writing to the Property Trustee that such release and Transfer has occurred; and

the Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Trust Agreement dealing with increasing and decreasing the number of Capital Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel the number of Stripped APEX and Capital APEX delivered pursuant to Section 6.03(a) and deliver a Like Amount of Normal APEX to the Holder, all by making appropriate notations on the Book-Entry Capital Securities Certificates of the appropriate Series.

(b)  The substitution of Junior Subordinated Debentures for financial assets held in the Collateral Account pursuant to this Section 6.03, shall not constitute a novation of the security interest created hereby.

SECTION 6.04.  Termination Event; Redemption Prior to Stock Purchase Date. 
(a)  Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that (x) a Termination Event has occurred or (y) the Stock Purchase Contracts have been terminated upon redemption of all the Junior Subordinated Debentures prior to the Stock Purchase Date in accordance with the Indenture, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:

(i)  any Pledged Junior Subordinated Debentures; and

(ii)  any Pledged Treasury Securities,

to the Property Trustee, free and clear of the Pledge created hereby.

(b)  If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly

15

to effectuate the release and Transfer of all Pledged Junior Subordinated Debentures, Pledged Treasury Securities, Permitted Investments, Remarketing Treasury Securities and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall:

(i)  use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Junior Subordinated Debentures, Pledged Treasury Securities, Permitted Investments, Remarketing Treasury Securities and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Junior Subordinated Debentures, Pledged Treasury Securities, Permitted Investments, Remarketing Treasury Securities and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or

(ii)  commence an action or proceeding like that described in Section 6.04(b)(i) hereof within 10 calendar days after the occurrence of such Termination Event.

SECTION 6.05.  Reinvestment of Proceeds of Pledged Treasury Securities. 
(a)  At or about 11:00 A.M., New York City time, on each Trade Date, the Collateral Agent shall select at least three Reference Dealers (including at least three Reference Dealers named on Schedule I hereto or named by any of the Administrative Trustees as replacements therefor who are approved counterparties of U.S. Bank National Association) and request each of them to provide a commitment (which may be oral if promptly confirmed in writing by facsimile or e-mail), satisfactory in form to the Collateral Agent, to the effect that if selected as the Final Dealer, such Reference Dealer shall sell to the Collateral Agent, for delivery against payment on the immediately succeeding Roll Date, an aggregate principal amount of the U.S. Treasury security that is the Qualifying Treasury Security on such Roll Date equal to the aggregate principal amount of Qualifying Treasury Securities held in the Collateral Account on such Trade Date.  If the Collateral Agent shall have received at least two firm offers, it shall select the lowest offer and the Reference Dealer providing the lowest offer shall be the “Final Dealer”; provided, however, that if two or more Reference Dealers have provided identical lowest offers, the Collateral Agent shall select any of these Reference Dealers as the Final Dealer in its absolute discretion.  The Final Dealer shall be obligated to sell to the Collateral Agent, for Cash on the Roll Date, the aggregate principal amount of the U.S. Treasury security specified in such offer.  If the Collateral Agent determines that (i) a Market Disruption Event has occurred or (ii) fewer than two Reference Dealers have provided firm offers in a timely manner meeting the foregoing requirements, the steps contemplated above shall be taken on each succeeding Business Day on

16

which the Collateral Agent determines that no Market Disruption Event has occurred until at least two Reference Dealers have provided such offers, except that the Collateral Agent shall request offers from the Reference Dealers for same day settlement.  The Collateral Agent shall use reasonable care in administering the foregoing procedures and shall have no liability in connection therewith to the Issuer Trust, the Property Trustee, the Company or any other Person in the absence of gross negligence or willful misconduct.  All determinations regarding whether a Market Disruption Event has occurred shall be made by the Collateral Agent in its sole discretion.

(b)  On each Roll Date (or, if no Final Dealer shall have been selected on the Trade Date, on the date that the Final Dealer is selected), the Collateral Agent shall instruct the Securities Intermediary to apply the Proceeds of the U.S. Treasury securities held in the Collateral Account to the purchase price of the Qualifying Treasury Securities, which shall be deposited in the Collateral Account, and to apply the excess of such Proceeds over the purchase price of the Qualifying Treasury Securities to purchase Permitted Investments for deposit in the Collateral Account.

(c)  On each Additional Distribution Date, if the Qualifying Treasury Securities shall have been purchased and deposited in the Collateral Account, the Collateral Agent shall liquidate the Permitted Investments in the Collateral Account and direct the Securities Intermediary to pay the Proceeds to the Payment Account.

SECTION 6.06.  Application of Proceeds in Settlement of Stock Purchase Contracts.  (a)  The Issuer Trust (acting through the Property Trustee) agrees to pay the purchase price under the Stock Purchase Contracts on the Stock Purchase Date from the Proceeds of the Qualifying Treasury Securities and the Proceeds of the Remarketing Treasury Securities held in the Collateral Account (or in the circumstances set forth in the Stock Purchase Contract Agreement, by assignment thereof).  Without receiving any further instruction from the Property Trustee, the Collateral Agent shall, in settlement of such Stock Purchase Contracts on the Stock Purchase Date, instruct the Securities Intermediary to remit Proceeds of the Qualifying Treasury Securities and the Proceeds of the Remarketing Treasury Securities to the Company.

(b)  In the event of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Junior Subordinated Debentures in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of the Issuer Trust to pay the purchase price for the shares of Preferred Stock to be issued under the Stock Purchase Contracts to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account.

(c)  Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities and of the disposition, if any, of the Pledged Junior Subordinated Debentures in the event of a Failed Remarketing held in the Collateral Account in excess of the aggregate purchase price for the shares of Preferred Stock to be issued under such Stock Purchase Contracts to the Property Trustee or to the Paying Agent on behalf of the Property Trustee for deposit into the Payment Account for distribution in accordance with the terms of the Trust Agreement.

17

SECTION 6.07.  Application of Proceeds in a Remarketing.  The Remarketing Agent will agree pursuant to the Remarketing Agreement to purchase the Remarketing Treasury Securities with the net proceeds of a Successful Remarketing and deliver such Remarketing Treasury Securities to the Securities Intermediary for deposit into the Collateral Account.

ARTICLE VII

Voting Rights — Junior Subordinated Debentures

SECTION 7.01.  Voting Rights.  The Property Trustee on behalf of the Issuer Trust may, subject to the Trust Agreement, exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Junior Subordinated Debentures or any part thereof for any purpose not inconsistent with the terms of this Agreement and in accordance with the terms of the Stock Purchase Contract Agreement; provided, however, that the Property Trustee shall not exercise or shall not refrain from exercising such right with respect to any Junior Subordinated Debentures, if, in the reasonable judgment of the Property Trustee, such action would impair or otherwise have a material adverse effect on the value of all or any of the Junior Subordinated Debentures; and provided, further, that the Property Trustee shall give the Company, the Collateral Agent and the Custodial Agent, at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right.  Upon receipt of any notices and other communications in respect of any Junior Subordinated Debentures, including notice of any meeting at which holders of the Junior Subordinated Debentures are entitled to vote or solicitation of consents, waivers or proxies of holders of the Junior Subordinated Debentures, the Collateral Agent and the Custodial Agent shall use reasonable efforts to send promptly to the Property Trustee such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Property Trustee, execute and deliver to the Property Trustee such proxies and other instruments in respect of such Junior Subordinated Debentures (in form and substance satisfactory to the Collateral Agent or the Custodial Agent, as the case may be) as are prepared by the Company and delivered to the Property Trustee with respect to the Junior Subordinated Debentures.

ARTICLE VIII

Rights and Remedies

SECTION 8.01.  Rights and Remedies of the Collateral Agent.  (a)  In addition to the rights and remedies specified in Section 6.04 or otherwise available at law or in equity, after an event of default under the Stock Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted.  Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Junior Subordinated Debentures or the Pledged Treasury Securities in full satisfaction of the Issuer Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract

18

Agreement or (2) sale of the Pledged Junior Subordinated Debentures or the Pledged Treasury Securities in one or more public or private sales as permitted by applicable law.

(b)  Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments from amounts transferred or transferable to the Company on account of any Pledged Junior Subordinated Debentures or any Pledged Treasury Securities as provided in Article V, in satisfaction of the Obligations of the Issuer Trust under the Stock Purchase Contracts, the inability to make such payments shall constitute an event of default under the Stock Purchase Contracts and the Collateral Agent shall have and may exercise, with reference to such Pledged Junior Subordinated Debentures or such Pledged Treasury Securities any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law.

(c)  Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, and any interest on, the Pledged Junior Subordinated Debentures and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities, subject, in each case, to the provisions of Article V, and as otherwise granted herein.

(d)  The Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the request of the Company), the Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided, however, that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Company) or filing of any financing or continuation statements.  In the absence of bad faith, the Property Trustee shall have no liability to the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder.

SECTION 8.02.  Remarketing; Contingent Exchange Elections by Holder of Normal APEX.  (a)  In the event a Holder of Normal APEX exercises its rights pursuant to Sections 5.14(a)(i), (b) and (e) of the Trust Agreement to contingently exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX in connection with any Remarketing by,

(i)  during the period that commences with the Collateral Agent’s and the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, Transferring the Normal APEX that are the subject of such Contingent Exchange Election to the Securities Registrar, accompanied by a duly executed and completed Notice of Contingent Exchange Election; and

19

(ii)  not later than 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, depositing with the Collateral Agent the U.S. Treasury security that is the Qualifying Treasury Security on the date of deposit, in the amount of $1,000 for each Normal APEX that is subject to the Contingent Exchange Election,

the Collateral Agent shall, upon the Transfer and receipt of the duly executed and completed Notice of Contingent Exchange Election pursuant to clause (i) and the deposit referred to in clause (ii), notify the Remarketing Agent not later than 11:00 A.M., New York City time, on the Business Day immediately preceding the first day of each Remarketing Period of the aggregate principal amount of Pledged Junior Subordinated Debentures with respect to which elections have been validly made pursuant to this Section 8.02(a).

(b)  Upon the receipt of notice from the Remarketing Agent that the Remarketing has been Successful, on the Remarketing Settlement Date,

(i)  the Collateral Agent shall (A) instruct the Securities Intermediary to release from the Pledge and deliver to the Remarketing Agent the Pledged Junior Subordinated Debentures for which no election has been validly made pursuant to Section 8.02(a), free and clear of the Company’s security interest therein, against delivery by the Remarketing Agent of the Remarketing Treasury Securities purchased with the net Proceeds of the sale of such Pledged Junior Subordinated Debentures in the Remarketing for deposit in the Collateral Account, and (B) instruct the Securities Intermediary to release from the Pledge and Transfer to the Custody Account the Pledged Junior Subordinated Debentures for which an election has been validly made pursuant to Section 8.02(a), free and clear of the Company’s security interest therein, upon delivery by the Collateral Agent to the Securities Intermediary for deposit into the Collateral Account the Qualifying Treasury Securities to be deposited in connection with such elections, and confirm to the Property Trustee in writing that such instructions have been delivered;

(ii)  the Securities Intermediary shall (A) release the Pledged Junior Subordinated Debentures from the Pledge, Transfer such Pledged Junior Subordinated Debentures, free and clear of the Pledge, (x) to the Remarketing Agent in the case of Pledged Junior Subordinated Debentures for which no election has been validly made pursuant to Section 8.02(a) and (y) to the Custody Account in the case of Pledged Junior Subordinated Debentures for which an election has been validly made pursuant to Section 8.02(a), (B) deposit in the Collateral Account as Pledged Treasury Securities the Qualifying Treasury Securities deposited with the Collateral Agent pursuant to Section 8.02(a) and the Remarketing Treasury Securities deposited with the Collateral Agent pursuant to Section 6.07 and (C) confirm to the Property Trustee in writing that such release, Transfer and deposit have occurred;

(iii)  the Custodial Agent shall hold such Junior Subordinated Debentures delivered to it pursuant to clause (ii)(y) of this Section 8.02(b) in the Custody Account; and

(iv)  the Securities Registrar shall cancel the number of Normal APEX Transferred pursuant to Section 8.02(a) and deliver a Like Amount of Capital APEX and Stripped

20

APEX to the Holder in accordance with the procedures provided for in Section 5.14 of the Trust Agreement.

(c)  Upon the receipt of notice from the Remarketing Agent that the Remarketing has not been Successful:

(i)  as soon as reasonably practicable after the Remarketing, the Collateral Agent will deliver back to such Holder the Qualifying Treasury Securities delivered by such Holder to the Collateral Agent pursuant to Section 8.02(a); and

(ii)  the Securities Registrar will disregard the delivery by such Holder of Normal APEX pursuant to Section 8.02(a), with the consequence that such Holder shall be deemed to continue to hold such Normal APEX.

(d)  The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 8.02, shall not constitute a novation of the security interest created hereby.

SECTION 8.03.  Contingent Disposition Election by Holder of Capital APEX.  (a)  In the event a Holder of Capital APEX exercises its rights pursuant to Sections 5.14(a)(ii), (b), (f) and (g) of the Trust Agreement to contingently dispose of Capital APEX in connection with any Remarketing by, during the period that commences with the Custodial Agent’s and Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, Transferring the Capital APEX that are the subject of such Contingent Disposition Election to the Securities Registrar and delivering a duly completed Notice of Contingent Disposition Election to the Securities Registrar and Custodial Agent, the Custodial Agent shall, upon such Transfer and receipt of such notice, notify the Remarketing Agent not later than 11:00 A.M., New York City time, on the Business Day immediately preceding the first day of each Remarketing Period of the aggregate principal amount of Custody Junior Subordinated Debentures with respect to which elections have been validly made pursuant to this Section 8.03(a).

(b)  Upon receipt of notice from the Remarketing Agent that the related Remarketing is Successful:

(i)  the Securities Registrar shall cancel the number of Capital APEX Transferred pursuant to Section 8.03(a) in accordance with the procedures provided for in Section 5.11 of the Trust Agreement;

(ii)  the Custodial Agent shall deliver Custody Junior Subordinated Debentures in the aggregate principal amount with respect to which elections have been validly made pursuant to Section 8.03(a) to the Remarketing Agent on the Remarketing Settlement Date; and

21

(iii)  on or promptly after the Remarketing Settlement Date, the Custodial Agent shall pay to the Property Trustee the net Proceeds of the Custody Junior Subordinated Debentures received from the Remarketing Agent.

(c)  If the Custodial Agent is notified by the Property Trustee or the Remarketing Agent that the related Remarketing is not Successful, the Securities Registrar shall disregard the delivery by such Holder of Capital APEX pursuant to Section 8.03(a), with the consequence that such Holder shall continue to hold such Capital APEX.

(d)  None of the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar, the Property Trustee, the Company or the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Junior Subordinated Debentures for Remarketing.

ARTICLE IX

Representations and Warranties; Covenants

SECTION 9.01.  Representations and Warranties.  The Property Trustee on behalf of the Issuer Trust hereby represents and warrants to the Collateral Agent that:

(a)  the Property Trustee on behalf of the Issuer Trust has the power to grant a security interest in and lien on the Collateral; and

(b)  the Property Trustee on behalf of the Issuer Trust is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article II hereof.

SECTION 9.02.  Covenants.  The Property Trustee on behalf of the Issuer Trust hereby covenants to the Collateral Agent that for so long as the Collateral remains subject to the Pledge:

(a)  it will not create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and

(b)  it will not sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except in accordance with the terms of this Agreement.

22

ARTICLE X

The Collateral Agent, The Custodial Agent, The Securities Intermediary
and The Securities Registrar

It is hereby agreed as follows:

SECTION 10.01.  Appointment, Powers and Immunities.  The Collateral Agent and the Securities Intermediary shall act as agents for the Company hereunder with such powers as are specifically vested in the Collateral Agent or the Securities Intermediary, as the case may be, by the terms of this Agreement and the Collateral Agent and the Securities Intermediary owe no duties, fiduciary or otherwise, to any other Person except as provided by applicable law.  The Custodial Agent and the Securities Registrar shall act as agents for the Property Trustee hereunder with such powers as are specifically vested in the Custodial Agent or the Securities Registrar, as the case may be, by the terms of this Agreement and, in the case of the Securities Registrar, the Trust Agreement and the Custodial Agent and the Securities Registrar owe no duties, fiduciary or otherwise, to any other Person except as provided by applicable law.  The Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar shall:

(a)  have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar, nor shall the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof;

(b)  not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, the Capital Securities or the Stock Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Registrar, as the case may be), the Capital Securities, any Collateral or the Stock Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be) to perform any of its obligations thereunder or hereunder or for the validity, perfection, enforceability, priority or, except as expressly required hereby, maintenance of any security interest created hereunder;

(c)  not be required to initiate or conduct any litigation or collection efforts or proceedings hereunder (except pursuant to directions furnished under Section 10.02, subject to Section 10.08);

(d)  not be responsible for the exercise of any of the rights and remedies (at the direction of the Property Trustee or the Holders of the APEX, or otherwise) upon a default or event of default under the Indenture;

23

(e)  not be responsible for any action taken, suffered or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and

(f)  not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar shall take all reasonable action in connection with the safekeeping and preservation of the Collateral and the Custody Junior Subordinated Debentures hereunder as determined by industry standards.

No provision of this Agreement shall require the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.  In no event shall the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar be liable for any amount in excess of the Value of the Collateral and the Custody Junior Subordinated Debentures.

SECTION 10.02.  Instructions of the Company.  The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be indemnified as provided herein.  Nothing contained in this Section 10.02 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.  None of the Collateral Agent, the Custodial Agent or the Securities Registrar has any obligation or responsibility for determining the necessity of filing or to file or monitor the filing of UCC financing statements or other UCC statements.

SECTION 10.03.  Reliance by Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar.  Each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to rely conclusively upon any certification, order, judgment, opinion, notice or other written or telephonic communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy, telex or facsimile) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein).  Each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may consult with legal counsel or other experts of its selection and the advice, opinions and statements of such legal counsel and other experts and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.  As to any matters not

24

expressly provided for by this Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall in all cases be fully protected in acting, suffering, or in refraining from acting, hereunder in accordance with instructions given by the Company or the Property Trustee in accordance with this Agreement.  In the event any instructions are given (other than in writing at the time of the execution of the Agreement), whether in writing, by telecopier or otherwise, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar are authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto, and the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may rely upon the confirmations of anyone purporting to be the Person or Persons so designated.  The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar.

It is understood that the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or the Property Trustee to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank.  The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may apply any of the deposited funds for any payment order it executes using any such identifying number, even where its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank, or an intermediary bank, designated by the Company or the Property Trustee; provided, however, that payment is made and confirmed to the account as specified by the Company or the Property Trustee, as the case may be.

SECTION 10.04.  Certain Rights.  (a)  Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, and delivered to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar and such certificate, in the absence of bad faith on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, shall be full warrant to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar for any action taken, suffered or omitted by any of them under the provisions of this Agreement in reliance thereon.

(b)  The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

(c)  None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be responsible or liable for any failure or delay in the

25

performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, terrorism, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication services, accidents, labor disputes, acts of civil or military authority and governmental action.

(d)  The Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar may request that the Company and the Property Trustee each deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(e)  The permissive right of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar to take or refrain from taking any actions enumerated in this Agreement shall not be construed as a duty;

(f)  None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be liable for any error of judgment made in good faith, unless it shall have been grossly negligent in ascertaining the pertinent facts.

(g)  The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall have no liability whatsoever for the action or inaction of any Clearing Agency or any book-entry system thereof.  In no event shall any Clearing Agency or any book-entry system thereof be deemed an agent or subcustodian of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar.  Unless and until Definitive Capital Securities Certificates have been issued to Owners pursuant to Section 5.15 of the Trust Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the receipt or transfer of any funds hereunder) as the Holder of the Capital Securities, shall have no obligation to the Owners and the rights of the Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreement between such Owners and the Issuer Trust or the Clearing Agency Participants.  The provisions of Sections 5.6 and 5.11 of the Trust Agreement are hereby made applicable to the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar, mutatis mutandis, as if they were the Securities Registrar as referred to therein.

(h)  The Securities Registrar shall also have all of the rights, privileges, protections, immunities and benefits given to the Securities Registrar under the Trust Agreement, including its right to be indemnified.  In the event of any conflict between any of the provisions of the Trust Agreement and this Agreement with respect to any of such rights, privileges, protections, immunities and benefits, the provisions of this Agreement shall govern and control and supersede such other provisions.

SECTION 10.05.  Merger, Conversion, Consolidation or Succession to Business.  Any Person into which the Collateral Agent, the Securities Intermediary, the Custodial Agent

26

and the Securities Registrar may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be the successor of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

SECTION 10.06.  Rights in Other Capacities.  The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar and their Affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Issuer Trust, any other Person interested herein and any Holder of Capital Securities (and any of their respective subsidiaries or Affiliates) as if it were not acting as the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be, and the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and their Affiliates may accept fees and other consideration from the Issuer Trust, any other Person interested herein and any Holder of Capital Securities without having to account for the same to the Company; provided, however, that each of the Securities Registrar, the Securities Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

SECTION 10.07.  Non-reliance on Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar.  None of the Securities Registrar, the Securities Intermediary, the Custodial Agent or the Collateral Agent shall be required to keep itself informed as to the performance or observance by the Issuer Trust or any Holder of Capital Securities of this Agreement, the Stock Purchase Contract Agreement, the Capital Securities or any other document referred to or provided for herein or therein or in connection herewith or therewith or to inspect the properties or books of the Issuer Trust or any Holder of Capital Securities.  None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall have any duty or responsibility to provide the Company or the Property Trustee with any credit or other information concerning the affairs, financial condition or business of the Issuer Trust or the Company or any Holder of Capital Securities (or any of their respective Affiliates) that may come into the possession of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar or any of their respective Affiliates.

SECTION 10.08.  Compensation and Indemnity.  The Company agrees to:

(a)  pay the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Securities Intermediary, the

27

Custodial Agent or the Securities Registrar, as the case may be, for all services rendered by them hereunder;

(b)  indemnify and hold harmless the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and each of their respective directors, officers, agents and employees (collectively, the “Indemnitees”), from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) and taxes (other than those based upon, determined by or measured by the income of the Collateral Agent, the Custodial Agent and the Securities Registrar) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for or in respect of the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s and the Securities Registrar’s (i) execution and delivery of this Agreement and (ii) following any instructions or other directions upon which either the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar is entitled to rely pursuant to the terms of this Agreement; and

(c)  in addition to and not in limitation of clause (b) immediately above, indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s or the Securities Registrar’s acceptance or performance of its powers and duties under this Agreement, provided, however, that any Indemnitee with respect to the specific Loss against which indemnification is sought under this clause (c) has not acted with gross negligence or engaged in willful misconduct.

The provisions of this Section 10.08 and Section 12.07 shall survive the resignation or removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar and the termination of this Agreement.

SECTION 10.09.  Failure to Act.  In the event of (i) uncertainty on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar as to the application of any provision in this Agreement or any other agreement relating to the transaction contemplated hereby or (ii) any ambiguity in the provisions of this Agreement or any dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder, such Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar in the case of (i) or each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in the case of (ii) shall be entitled, at its sole option and after prompt written notice to the Company and the Issuer Trust, to refrain from taking any action in respect of such uncertainty or ambiguous provision or to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall not be or become liable in any way to any of the parties hereto for its so refraining or refusal to comply with such conflicting claims, demands or instructions.  The Collateral Agent, the Securities

28

Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to refuse to act until either:

(a)  such ambiguous provisions or conflicting or adverse claims or demands, as the case may be, shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar; or

(b)  the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall have received security or an indemnity satisfactory to it sufficient to save it harmless from and against any and all loss, liability or reasonable out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar may deem necessary.  Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be required to take any action that it reasonably believes to be contrary to law or to the terms of this Agreement, or which it reasonably believes would subject it or any of its officers, employees or directors to liability.

SECTION 10.10.  Resignation of Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar.  Subject to the appointment and acceptance of a successor Collateral Agent, Securities Intermediary, Custodial Agent and Securities Registrar as provided below:

(i)  the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may resign at any time by giving notice thereof to the Company and the Property Trustee;

(ii)  the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be removed at any time by the Company; and

(iii)  if the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Property Trustee or the Administrative Trustees and such failure shall be continuing, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be removed by the Property Trustee or the Administrative Trustees;

provided, however, that any Person at any time acting as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar may not resign or be removed in any one of those capacities without the consent of each party to this Collateral Agreement unless it resigns or is removed in all such capacities in which it is then acting.  The Property Trustee or the Administrative Trustees shall promptly notify the Company of any removal of the Collateral

29

Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar pursuant to clause (iii) of this Section 10.10.  Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, which shall not be an Affiliate of the Issuer Trust.  If no successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s giving of notice of resignation or the Company’s or the Property Trustee’s giving notice of such removal, then the retiring or removed Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar.  The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall each be a bank or a national banking association which has an office (or an agency office) in New York City with a combined capital and surplus of at least $50,000,000.  Upon the acceptance of any appointment as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar hereunder by a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, such successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, and the retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor.  The retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar hereunder.  After any retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s resignation or removal hereunder as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar.  Any resignation or removal of the Collateral Agent, Custodial Agent or Securities Registrar hereunder, at a time when such Person is acting as the Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, Securities Registrar or Custodial Agent, as the case may be.

SECTION 10.11.  Right to Appoint Agent or Advisor.  The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken, suffered or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith.  The appointment of agents (which, for the purpose of this sentence, excludes legal counsel) pursuant to this Section 10.11 shall be subject to prior written consent of the Company, which consent shall not be unreasonably withheld.

30

SECTION 10.12.  Survival.  The provisions of this Article X and Section 12.06 shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar.

SECTION 10.13.  Exculpation.  Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar or their officers, directors, employees or agents be liable under this Agreement for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, or any of them and regardless of the form of action.

SECTION 10.14.  Statements and Confirmations.  The Securities Intermediary will, as soon as reasonably practicable after receipt of same, send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Property Trustee and the Collateral Agent at their addresses for notices under this Agreement.  The Custodial Agent will, as soon as reasonably practicable after receipt of same, send copies of all statements, confirmations and other correspondence concerning the Custody Account and any financial assets credited thereto to the Property Trustee at its address for notices under this Agreement.

SECTION 10.15.  Tax Allocations.  The Administrative Trustees shall report all items of income, gain, expense and loss recognized in the Collateral Account and the Custody Account, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law.  None of the Securities Intermediary, the Collateral Agent, the Custodial Agent, the Securities Registrar or the Property Trustee shall have any tax reporting duties hereunder.

ARTICLE XI

Amendment

SECTION 11.01.  Amendment.  The Company, when duly authorized by resolution of its Board of Directors, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee on behalf of the Issuer Trust, at any time and from time to time, may amend this Agreement by a written instrument, in form satisfactory to the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee, as provided under Section 6.1(c) of the Trust Agreement.  Notwithstanding the foregoing, any amendment to the forms of APEX certificates attached as exhibits hereto shall be effective upon written notice thereof from the Company without the consent of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar setting forth the revised form or forms and confirming that such revised form or forms have been duly adopted in accordance with the Trust Agreement; provided, however, that no such amendment that adversely affects the rights, duties or immunities of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be effective against such adversely affected party without its consent.

31

SECTION 11.02.  Execution of Amendments.  In executing any amendment permitted by this Article XI, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee shall be entitled to receive and (subject to Section 8.3 of the Trust Agreement with respect to the Property Trustee) shall be fully authorized and protected in relying upon, an Opinion of Counsel and an Officers’ Certificate of the Company to the effect that all of the requirements of Section 6.1(c) of the Trust Agreement in respect of such amendment have been met and/or satisfied.  The Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee may, but shall not be obligated to, enter into any such amendment which affects their own respective rights, duties or immunities under this Agreement or otherwise.

ARTICLE XII

Miscellaneous

SECTION 12.01.  No Waiver.  No failure on the part of the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate a waiver thereof; nor shall any single or partial exercise by the Company, the Securities Intermediary, the Collateral Agent, the Custodial Agent, the Securities Registrar or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 12.02.  Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law principles thereof.  The Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Issuer Trust hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York (in each case sitting in New York County) for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  The Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Issuer Trust irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.03.  Notices.  All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be

32

designated by such party in a notice to the other parties.  Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when personally delivered or, in the case of a mailed or telecopied notice, upon receipt, in each case given or addressed as aforesaid.

SECTION 12.04.  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the respective successors of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Securities Registrar and the Issuer Trust.

Nothing in this Agreement, express or implied, shall give any Person, other than the parties hereto and their permitted successors, any benefit or any legal or equitable right, remedy or claim under this Agreement.

SECTION 12.05.  Severability.  If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to give effect to the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

SECTION 12.06.  Expenses, Etc.  The Company agrees to reimburse the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar for:

(a)  all reasonable costs and expenses of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

(b)  all reasonable costs and expenses of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing the Issuer Trust or the Property Trustee to satisfy its obligations under the Stock Purchase Contracts or the Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.06;

(c)  all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of Section 10.01, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;

33

(d)  all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and

(e)  any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

SECTION 12.07.  Security Interest Absolute.  All rights of the Collateral Agent and security interests hereunder, and all obligations of the Issuer Trust from time to time hereunder, shall be absolute and unconditional irrespective of:

(a)  any lack of validity or enforceability of any provision of the Stock Purchase Contracts or any other agreement or instrument relating thereto;

(b)  any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the Obligations under the Stock Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Stock Purchase Contract Agreement or any Stock Purchase Contract or any other agreement or instrument relating thereto; or

(c)  any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

SECTION 12.08.  Notice of Termination Event or Redemption Prior to Stock Purchase Date.  Upon the occurrence of a Termination Event or the termination of the Stock Purchase Contracts upon the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Company shall deliver written notice to the Property Trustee, the Collateral Agent, the Custodial Agent and the Securities Registrar.  Upon the written request of the Collateral Agent or the Securities Registrar, the Company shall inform such party whether or not a Termination Event or the termination of the Stock Purchase Contracts upon the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, as applicable, has occurred.

SECTION 12.09.  Incorporation by Reference.  In connection with its execution and performance hereunder the Property Trustee is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Trust Agreement.

SECTION 12.10.  No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely as Property Trustee of the Issuer Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as personal representations, warranties, covenants, undertakings and agreements by U.S. Bank National Association but is made and intended for the purpose of binding only the Issuer Trust, (c) nothing herein contained shall be construed as creating any liability on the part of U.S. Bank National Association, individually or personally,

34

to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

35

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

STATE STREET CORPORATION,	STATE STREET CAPITAL TRUST III,
By:	By:
Name: Title:	U.S. Bank National Association, not in its individual capacity but solely as Property Trustee
	By:
	Name: Title:
Address for Notices:	Address for Notices:
State Street Corporation One Lincoln Street Boston, Massachusetts 02111 Attention: Secretary Facsimile: (617) 664-4006	U.S. Bank National Association, as Property Trustee of STATE STREET CAPITAL TRUST III 100 Wall Street, Suite 1600 New York, New York 10005 Attention: Earl W. Dennison, Jr.
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent, Securities Intermediary, Custodial Agent and Securities Registrar
By:
Name: Title:
Address for Notices: U.S. Bank National Association 100 Wall Street, Suit 1600 New York, New York 10005 Attention: Earl W. Dennison, Jr.

36

Exhibit A

FORM OF NORMAL APEX CERTIFICATE

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.	Number of Normal APEX:
		CUSIP No. 85748B AB9

State Street Capital Trust III

NORMAL APEX

This Normal APEX Certificate certifies that {          } is the registered Holder of the number of Normal APEX set forth above {for inclusion in Global Certificates only - - or such other number of Normal APEX reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}.  Each Normal APEX represents an undivided preferred beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The Normal APEX are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Normal APEX are set forth in, and this certificate and the Normal APEX represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust

A-1

Agreement”), including the designation of the terms of the Normal APEX as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Section 5.13(b) of the Trust Agreement provides for the procedures pursuant to which Holders of Normal APEX may exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX and Section 5.14(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Normal APEX may elect to exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX in the event a Remarketing is Successful.  The forms of Stripping Notice and Request and Notice of Contingent Exchange Election required to be delivered in connection therewith are printed on the reverse hereof.

A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Normal APEX Certificate.

	STATE STREET CAPITAL TRUST III, acting through one of its Administrative Trustees
	By:
		Name:
Date:

A-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                            (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.
or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Normal APEX Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                                     , to transfer said Normal APEX Certificates on the books of State Street Capital Trust III, with full power of substitution in the premises.

Dated: Signature
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Normal
APEX Certificates in every particular,
without alteration or enlargement or any change
whatsoever.

Signature Guarantee:                                             

A-3

FORM OF STRIPPING NOTICE AND REQUEST

U.S. Bank National Association,
Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Normal APEX of State Street Capital Trust III

The undersigned Holder hereby notifies you pursuant to Section 5.13(b) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.02 of the Collateral Agreement, that the Holder:

(i) is depositing the appropriate Qualifying Treasury Securities with U.S. Bank National Association, as Collateral Agent, for deposit in the Collateral Account,

(ii) is transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and

(iii) hereby requests the delivery to the Holder of such Stripped APEX and Capital APEX.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

A-4

FORM OF NOTICE OF CONTINGENT EXCHANGE ELECTION

U.S. Bank National Association
Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Normal APEX of State Street Capital Trust III

The undersigned Holder hereby notifies you pursuant to Section 5.14(d) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.02 of the Collateral Agreement, that the Holder:

(i) is depositing the appropriate Qualifying Treasury Securities with U.S. Bank National Association, as Collateral Agent, for deposit in the Collateral Account,

(ii) is transferring the related Normal APEX to the Securities Registrar in connection with a Contingent Exchange Election of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and

(iii) hereby requests the delivery to the Holder of such Stripped APEX and Capital APEX if the upcoming Remarketing is Successful, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded and the Collateral Agent shall return such Qualifying Treasury Securities to the Holder promptly after the Remarketing.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

A-5

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in
Number of Normal
APEX evidenced by
this
Global Certificate Amount of decrease in Number
of  Normal
APEX evidenced by this Global
Certificate Number of Normal
APEX evidenced by
this Global Certificate
following such decrease
or increase Signature of
authorized signatory
of Securities Registrar

A-6

Exhibit B

FORM OF STRIPPED APEX CERTIFICATE

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.	Number of Stripped APEX:
		CUSIP No. 85748B AC7

STATE STREET CAPITAL TRUST III

STRIPPED APEX

This Stripped APEX Certificate certifies that {          } is the registered Holder of the number of Stripped APEX set forth above {for inclusion in Global Certificates only - or such other number of Stripped APEX reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}.  Each Stripped APEX represents an undivided preferred beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The Stripped APEX are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Stripped APEX are set forth in, and this certificate and the Stripped APEX represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust

B-1

Agreement”), including the designation of the terms of the Stripped APEX as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital APEX and Stripped APEX may exchange them for Normal APEX and Qualifying Treasury Securities.  The form of Recombination Notice required to be delivered in connection therewith is printed on the reverse hereof.

A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Stripped APEX Certificate.

	STATE STREET CAPITAL TRUST III, acting through one of its Administrative Trustees
	By:
		Name:
Date:

B-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                            (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.
or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Stripped APEX Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                                     , to transfer said Stripped APEX Certificates on the books of State Street Capital Trust III, with full power of substitution in the premises.

Dated: Signature
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Stripped
APEX Certificates in every particular, without
alteration or enlargement or any change
whatsoever.

Signature Guarantee:                                                  

B-3

FORM OF RECOMBINATION NOTICE AND REQUEST

U.S. Bank National Association,
Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:Stripped APEX and Capital APEX of STATE STREET CAPITAL TRUST III

The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03 of the Collateral Agreement, that the Holder:

(i) is transferring $                           Liquidation Amount of Stripped APEX and Capital APEX in connection with an Exchange of such Stripped APEX and Capital APEX for a Like Amount of Normal APEX and Qualifying Treasury Securities,

(ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

(iii) hereby requests the delivery to the Holder of such Normal APEX of a Like Amount.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

B-4

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in
Number of Stripped
APEX evidenced by this
Global Certificate Amount of decrease in
Number of Stripped
APEX evidenced by this
Global Certificate Number of Stripped
APEX evidenced by this
Global Certificate
following such decrease
or increase Signature of authorized
signatory of Securities
Registrar

B-5

FORM OF CAPITAL APEX CERTIFICATE

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.	Number of Capital APEX:
		CUSIP No. 85748B AD5

STATE STREET CAPITAL TRUST III

CAPITAL APEX

This Capital APEX Certificate certifies that {          } is the registered Holder of the number of Capital APEX set forth above {for inclusion in Global Certificates only - or such other number of Capital APEX reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}.  Each Capital APEX represents an undivided preferred beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount of $1,000.  The Capital APEX are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital APEX are set forth in, and this certificate and the Capital APEX represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Issuer Trust, dated as of January 25, 2008, as the same may be amended and restated from time to time (the “Trust

C-1

Agreement”), including the designation of the terms of the Capital APEX as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital APEX and Stripped APEX may exchange them for Normal APEX and Qualifying Treasury Securities and Section 5.14(f) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital APEX may elect to dispose of Capital APEX in the event a Remarketing is Successful.  The forms of Recombination Notice and Request and Notice of Contingent Disposition Election required to be delivered in connection therewith are printed on the reverse hereof.

A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Capital APEX Certificate.

STATE STREET CAPITAL TRUST III, acting through one of its Administrative Trustees
By:
	Name:

Date:

C-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                            (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.
or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Capital APEX Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                                     , to transfer said Capital APEX Certificates on the books of State Street Capital Trust III, with full power of substitution in the premises.

Dated: Signature
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Capital
APEX Certificates in every particular, without
alteration or enlargement or any change
whatsoever.

Signature Guarantee:                                 

C-3

FORM OF RECOMBINATION NOTICE AND REQUEST

U.S. Bank National Association,
Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:Stripped APEX and Capital APEX STATE STREET CAPITAL TRUST III

The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03(a) of the Collateral Agreement that the Holder:

(i) is transferring $                           Liquidation Amount of Stripped APEX and Capital APEX in connection with an Exchange of such Stripped APEX and Capital APEX for a Like Amount of Normal APEX and Qualifying Treasury Securities,

(ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

(iii) hereby requests the delivery to the Holder of such Normal APEX of a Like Amount.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

C-4

FORM OF NOTICE OF CONTINGENT DISPOSITION ELECTION

U.S. Bank National Association,
Corporate Trust Services

Attention: Earl W. Dennison Jr., Fax: (617) 603-6667

Re:          Normal APEX of STATE STREET CAPITAL TRUST III

The undersigned Holder hereby notifies you pursuant to Section 5.14(f) of the Amended and Restated Trust Agreement, dated as of January 25, 2008, of State Street Capital Trust III (the “Trust Agreement”), among State Street Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.03 of the Collateral Agreement, that the Holder:

(i) is transferring                    Capital APEX to the Securities Registrar, and

(ii) hereby requests the payment to the Holder, if the upcoming Remarketing is Successful, of an amount in cash for each such Capital APEX equal to the proceeds of the sale of $1,000 principal amount of Junior Subordinated Debentures, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded.

All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder: Name Address	Social Security or other Taxpayer Identification Number, if any

C-5

{TO BE ATTACHED TO GLOBAL CERTIFICATES}
SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in
Number of Capital
APEX evidenced by this
Global Certificate Amount of decrease in
Number of Capital
APEX evidenced by this
Global Certificate Number of Capital
APEX evidenced by this
Global Certificate
following such decrease
or increase Signature of authorized
signatory of Securities
Registrar

C-6

Schedule I

Reference Dealers

All Primary Dealers

Contact Persons for Confirmation

Name	Phone Number
U.S. Bank National Association	(617) 603-6567
David Gutschenritter, Treasurer of Company	(617) 664-0363

EX-4.8

Exhibit 4.8

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

CROSS-REFERENCE TABLE*

Section of Trust  Indenture Act of  1939, as amended	Section of  Guarantee  Agreement
310(a)	4.1(a)
(b)	2.8, 4.1(c)
(c)	Inapplicable
311(a)	2.2(b)
(b)	2.2(b)
(c)	Inapplicable
312(a)	2.2(a)
(b)	2.2(b)
313	2.3
314(a)	2.4
(b)	Inapplicable
(c)	2.5
(d)	Inapplicable
(e)	1.1, 2.5, 3.2
(f)	2.1, 3.2
315(a)	3.1(d)
(b)	2.7
(c)	3.1
(d)	3.1(d)
(e)	2.1(a)
316(a)	1.1, 2.6, 5.4
(b)	5.3
(c)	8.2
317(a)	Inapplicable
(b)	Inapplicable
318(a)	2.1(b)

*              This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

Page

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.1. Definitions 1

ARTICLE II

Trust Indenture Act

SECTION 2.1.	Trust Indenture Act; Application	4
SECTION 2.2.	List of Holders	4
SECTION 2.3.	Reports by the Guarantee Trustee	4
SECTION 2.4.	Periodic Reports to the Guarantee Trustee	4
SECTION 2.5.	Evidence of Compliance with Conditions Precedent	4
SECTION 2.6.	Events of Default; Waiver	5
SECTION 2.7.	Events of Default; Notice	5
SECTION 2.8.	Conflicting Interests	5

ARTICLE III

Powers, Duties and Rights of the Guarantee Trustee

SECTION 3.1.	Powers and Duties of the Guarantee Trustee	5
SECTION 3.2.	Certain Rights of Guarantee Trustee	7
SECTION 3.3.	Indemnity	8

ARTICLE IV

Guarantee Trustee

SECTION 4.1.	Guarantee Trustee; Eligibility	8
SECTION 4.2.	Appointment, Removal and Resignation of the Guarantee Trustee	9

ARTICLE V

Guarantee

SECTION 5.1.	Guarantee	9
SECTION 5.2.	Waiver of Notice and Demand	10

i

		Page
SECTION 5.3.	Obligations Not Affected	10
SECTION 5.4.	Rights of Holders	11
SECTION 5.5.	Guarantee of Payment	11
SECTION 5.6.	Subrogation	11
SECTION 5.7.	Independent Obligations	11

ARTICLE VI

Covenants and Subordination

SECTION 6.1.	Subordination	11
SECTION 6.2.	Pari Passu Guarantees	12

ARTICLE VII

Termination

SECTION 7.1. Termination 12

ARTICLE VIII

Miscellaneous

SECTION 8.1.	Successors and Assigns	12
SECTION 8.2.	Amendments	13
SECTION 8.3.	Notices	13
SECTION 8.4.	Benefit	14
SECTION 8.5.	Interpretation	14
SECTION 8.6.	Governing Law	14

ii

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”).

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of January 25, 2008 (the “Trust Agreement”), among the Guarantor, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees and the Holders from time to time of the Trust Securities, the Issuer Trust is issuing $500,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement) of Capital Securities (the “Capital Securities”) having the terms set forth in the Trust Agreement;

WHEREAS, the proceeds of the Capital Securities will be used to purchase the Junior Subordinated Debentures (as defined herein), which initially will be pledged by the Issuer Trust, acting through U.S. Bank National Association, as Property Trustee for the Issuer Trust (the “Property Trustee”), to U.S. Bank National Association, as collateral agent for the Guarantor, pursuant to the Collateral Agreement, dated as of the date hereof, among the Guarantor, U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Issuer Trust (acting through the Property Trustee).

WHEREAS, as an incentive for the Holders to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase of Capital Securities by each Holder, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I

Definitions

SECTION 1.1.  Definitions.  As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings.  Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on the date hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, that an Affiliate of the Guarantor shall not be deemed to be an Affiliate of the Issuer Trust.  For the purposes of this definition, “control” when used with

respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Board of Directors” means the board of directors of the Guarantor or any committee of that board duly authorized to act hereunder.

“Event of Default” means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall not have cured such default within 30 days after receipt of such notice.

“Guarantee Agreement” means this Guarantee Agreement, as modified, amended or supplemented from time to time.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Capital Securities of any Series, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions required to be paid on the Capital Securities of such Series, to the extent the Issuer Trust shall have funds on hand available therefor at such time; (ii) the Redemption Price with respect to any Capital Securities called for redemption by the Issuer Trust (other than in connection with the redemption of Capital APEX in exchange for Junior Subordinated Debentures or, if the Company elects to remarket the Junior Subordinated Debentures in the form of New Capital Securities pursuant to Section 5.2(d) of the Supplement, such New Capital Securities), to the extent the Issuer Trust shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary termination, winding-up or liquidation of the Issuer Trust, other than in connection with the distribution of a Like Amount of Corresponding Assets (as defined in the Trust Agreement) to the Holders of Capital Securities and Trust Common Securities, the lesser of (a) the Liquidation Distribution with respect to each Series of the Capital Securities, to the extent that the Issuer Trust shall have funds on hand available therefor at such time and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders of the Capital Securities on liquidation of the Issuer Trust.

“Guarantee Trustee” means U.S. Bank National Association, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such successor Guarantee Trustee.

“Guarantor” has the meaning specified in the preamble to this Guarantee Agreement.

“Holder” means any Holder (as defined in the Trust Agreement) of any Capital Securities; provided, however, that in determining whether the holders of the requisite percentage of Capital Securities of any Series have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

2

“Issuer Trust” has the meaning specified in the preamble to this Guarantee Agreement.

“List of Holders” has the meaning specified in Section 2.2(a).

“Majority in Liquidation Amount of the Securities” means, except as provided by the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation Amount of all then outstanding Securities issued by the Issuer Trust.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman and Chief Executive Officer, President or a Vice President, and by the Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, of such Person, and delivered to the Guarantee Trustee.  One of the officers signing an Officer’s Certificate given pursuant to Section 2.5 shall be the principal executive, financial or accounting officer of the Guarantor.  Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

(i)            a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(ii)           a brief statement of the nature and scope of the examination or investigation undertaken by each such officer in rendering the Officers’ Certificate;

(iii)          a statement that each officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)          a statement as to whether, in the opinion of each officer, such condition or covenant has been complied with.

“Responsible Officer” means, with respect to the Guarantee Trustee, any officer within the corporate trust department of the Guarantee Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Guarantee Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Guarantee Agreement.

“Senior Indebtedness” has the meaning specified in the Indenture.

“Stock Purchase Date” has the meaning specified in the Stock Purchase Contract Agreement, dated as of the date hereof, between the Guarantor and the Issuer Trust (acting through the Property Trustee).

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

3

“Trust Agreement” means the Amended and Restated Trust Agreement of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended or supplemented from time to time.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

ARTICLE II

Trust Indenture Act

SECTION 2.1.  Trust Indenture Act; Application.  (a)  This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions.

(b)           If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2.  List of Holders.  (a)  The Guarantor will furnish or cause to be furnished to the Guarantee Trustee: (i) semi-annually, not more than 15 days after April 15 and October 15 in each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders as of such April 15 and October 15, and (ii) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, excluding from any such list names and addresses received by the Guarantee Trustee in its capacity as Securities Registrar.

(b)           The Guarantee Trustee shall comply with its obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3.  Reports by the Guarantee Trustee.  Not later than May 31 of each year, commencing May 31, 2008, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act.  The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4.  Periodic Reports to the Guarantee Trustee.  The Guarantor shall provide to the Guarantee Trustee, the Commission and the Holders such documents reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5.  Evidence of Compliance with Conditions Precedent.  The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or opinion

4

required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

SECTION 2.6.  Events of Default; Waiver.  The Holders of a Majority in Liquidation Amount of the Capital Securities may, by vote, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences; provided that each Series of Capital Securities shall be entitled, in the case of any default or Event of Default that affects such Series differently from the other Series, to vote separately as a Series with respect thereto.  Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom.

SECTION 2.7.  Events of Default; Notice.  (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default actually known to a Responsible Officer of the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as a committee of Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

(b)           The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice of such Event of Default.

SECTION 2.8.  Conflicting Interests.  The Trust Agreement and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III

Powers, Duties and Rights of the Guarantee Trustee

SECTION 3.1.  Powers and Duties of the Guarantee Trustee.  (a)  This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a successor Guarantee Trustee on acceptance by such successor Guarantee Trustee of its appointment to act as successor Guarantee Trustee.  The right, title and interest of the Guarantee Trustee shall automatically vest in any successor Guarantee Trustee, upon acceptance by such successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such successor Guarantee Trustee.

(b)           If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

5

(c)           The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee.  In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d)           No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)            prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A)          the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and

(B)           in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement (but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Guarantee Agreement);

(ii)           the Guarantee Trustee, its officers, directors, shareholders, employees and agents shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii)          the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the relevant Series of Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

(iv)          no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

6

SECTION 3.2.  Certain Rights of Guarantee Trustee.  (a)  Subject to the provisions of Section 3.1:

(i)            The Guarantee Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document (including e-mail, facsimile or other electronic transmission) reasonably believed by it to be genuine and to have been signed, sent or presented by the proper Person or Persons (without being required to determine the correctness of any fact stated therein).

(ii)           Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

(iii)          Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor.

(iv)          The Guarantee Trustee may consult with legal counsel of its own selection, and the advice or opinion of such legal counsel, in writing or subsequently confirmed in writing, with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.  Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees.  The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

(v)           The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity satisfactory to the Guarantee Trustee against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

(vi)          The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of

7

indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(vii)         The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

(viii)        Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be fully protected in acting in accordance with such instructions.

(b)           No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation.  No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority.

SECTION 3.3.  Indemnity.  The Guarantor agrees to indemnify the Guarantee Trustee, its officers, directors, shareholders, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement.  This indemnity shall survive the termination of this Guarantee Agreement or the earlier resignation or removal of the Guarantee Trustee.

ARTICLE IV

Guarantee Trustee

SECTION 4.1.  Guarantee Trustee; Eligibility.  (a)  There shall at all times be a Guarantee Trustee that shall:

(i)            not be an Affiliate of the Guarantor; and

(ii)           be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act.  If such corporation publishes reports of condition at least annually, pursuant to law or to the

8

requirements of its supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b)           If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2 (c).

(c)           If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2.  Appointment, Removal and Resignation of the Guarantee Trustee.  (a)  Subject to Section 4.2(b), the Guarantee Trustee may be removed by the Guarantor (i) without cause at any time when an Event of Default has not occurred and is not continuing and (ii) at any time when the Guarantee Trustee ceases to be eligible to act as the Guarantee Trustee pursuant to Section 4.1 hereof or becomes incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the Guarantee Trustee or of its property is appointed or any public officer takes charge or control of the Guarantee Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

(b)           The Guarantee Trustee shall not be removed until a successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such successor Guarantee Trustee and delivered to the Guarantor.

(c)           The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

(d)           If no successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee.  Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a successor Guarantee Trustee.

ARTICLE V

Guarantee

SECTION 5.1.  Guarantee.  The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts

9

theretofore paid by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer Trust may have or assert.  The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders.

SECTION 5.2.  Waiver of Notice and Demand.  The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

SECTION 5.3.  Obligations Not Affected.  The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a)           the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer Trust;

(b)           the extension of time for the payment by the Issuer Trust of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Junior Subordinated Debentures as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities;

(c)           any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind;

(d)           the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust;

(e)           any invalidity of, or defect or deficiency in, the Capital Securities;

(f)            the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

(g)           any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that

10

the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 5.4.  Rights of Holders.  The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital Securities of the affected Series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer Trust or any other Person.

SECTION 5.5.  Guarantee of Payment.  This Guarantee Agreement creates a guarantee of payment and not of collection.  This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Junior Subordinated Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6.  Subrogation.  The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Issuer Trust pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement.  If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7.  Independent Obligations.  The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI

Covenants and Subordination

SECTION 6.1.  Subordination.  The obligations of the Guarantor under this Guarantee Agreement will constitute unsecured obligations of the Guarantor and at all times

11

prior to the Stock Purchase Date will rank subordinate and junior in right of payment and upon liquidation to all Senior Indebtedness of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Junior Subordinated Debentures, and the provisions of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor hereunder.  The obligations of the Guarantor hereunder do not constitute Senior Indebtedness of the Guarantor.

SECTION 6.2.  Pari Passu Guarantees.  At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of debt securities that are pari passu to the Junior Subordinated Debentures and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Junior Subordinated Debentures and the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement.  At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

ARTICLE VII

Termination

SECTION 7.1.  Termination.  This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Capital Securities or (ii) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Issuer Trust.  Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Capital Securities or this Guarantee Agreement.

ARTICLE VIII

Miscellaneous

SECTION 8.1.  Successors and Assigns.  All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then outstanding.  Except in connection with (i) a consolidation, merger or sale involving the Guarantor that is permitted under the Indenture and pursuant to which the

12

successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder or (ii) the First Step Merger, the Guarantor shall not assign its obligations hereunder.

SECTION 8.2.  Amendments.  This Guarantee Agreement may be amended by a written instrument executed by the Guarantor and the Guarantee Trustee.  Except with respect to any changes which do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the outstanding Capital Securities.  The holders of each Series of Capital Securities will also be entitled to vote separately as a class to the extent that any proposed amendment would not affect them in the same or substantially the same manner.  The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval.

SECTION 8.3.  Notices.  Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first-class mail as follows:

(a)           if given to the Guarantor, to the address set forth below or such other address, facsimile number or to the attention of such other Person as the Guarantor may give notice to the Guarantee Trustee and the Holders:

State Street Corporation
One Lincoln Street
Boston, Massachusetts 02111
Attention: Chief Legal Officer
Facsimile:  (617) 664-8209

(b)           if given to the Issuer Trust, in care of the Guarantee Trustee, at the Issuer Trust’s (and the Guarantee Trustee’s) address set forth below or such other address as the Guarantee Trustee on behalf of the Issuer may give notice to the Guarantor and Holders:

U.S. Bank National Association

100 Wall Street, Suite 1600, New York, New York 10005

with a copy to:

State Street Capital Trust III
c/o State Street Corporation
2 World Financial Center, 225 Liberty Street

New York, New York 10281
Attention: Administrative Trustees of State Street Capital Trust III
Facsimile: (617) 786-2120

(c)           if given to any Holder, at the address set forth on the books and records of the Issuer Trust.

13

All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or delivered by first-class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

SECTION 8.4.  Benefit.  This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Capital Securities.

SECTION 8.5.  Interpretation.  In this Guarantee Agreement, unless the context otherwise requires:

(a)           capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.1;

(b)           a term defined anywhere in this Guarantee Agreement has the same meaning throughout;

(c)           all references to “the Guarantee Agreement” or “this Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time;

(d)           all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified;

(e)           a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires;

(f)            a reference to the singular includes the plural and vice versa; and

(g)           the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

SECTION 8.6.  Governing Law.  THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

14

THIS GUARANTEE AGREEMENT is executed as of the day and year first above written.

	STATE STREET CORPORATION as Guarantor,
by
		Name:
		Title:

U.S. BANK NATIONAL ASSOCIATION
individually and as Guarantee Trustee,

by
	Name:
	Title:

EX-5.1

Exhibit 5.1

January 25, 2008

State Street Corporation

One Lincoln Street

Boston, MA 02110

Re:Registration Statement on Form S-3ASR (Registration No. 333-132606), initially filed on March 21, 2006 with the Securities and Exchange Commission (the “Commission”) and declared effective on March 21, 2006.

Ladies and Gentlemen:

This opinion is furnished to you in connection with the above-referenced registration statement (the “Registration Statement”), the base prospectus dated March 21, 2006 (the “Base Prospectus”) and the prospectus supplement dated January 17, 2008 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) filed with the Commission by State Street Corporation (the “Company”) and State Street Capital Trust III (the “Trust”) on January 18, 2008 pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended (the “Act”). The Prospectus relates to the offering by the Company of $500,100,000 aggregate principal amount of the Company’s Remarketable 6.001% Junior Subordinated Debentures (the “Junior Subordinated Debentures”), an unconditional and irrevocable guarantee (the “Guarantee”) of certain payments and obligations of the Trust, a Delaware statutory trust, and 5,001 shares of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share (the “Preferred Stock”).

The Junior Subordinated Debentures will be issued under the Junior Subordinated Indenture dated as of December 15, 1996 between the Company and The Bank of New York (as successor in interest to J.P. Morgan Chase & Co. (as successor in interest to Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago, N.A.))), as trustee, as amended and supplemented by the Third Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, dated as of January 25, 2008 (as so amended and supplemented, the “Junior Subordinated Indenture”).  The Guarantee will be issued under the Guarantee Agreement dated as of January 25, 2008 (the “Guarantee Agreement”) between the Company and U.S. Bank National Association, as Guarantee Trustee.  The Preferred Stock will be issued pursuant to the Stock Purchase Contract Agreement as of January 25, 2008 (the “Stock Purchase Agreement”) between the Company and the Trust and the Company’s Articles of Organization, as amended.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinion set forth herein.  In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the laws of The Commonwealth of Massachusetts, the State of New York, the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws, and the federal laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that:

1.The Junior Subordinated Debentures have been duly authorized by all necessary corporate action of the Company and, when (a) the Junior Subordinated Indenture has been duly executed and delivered by the parties thereto and (b) the Junior Subordinated Debentures have been duly executed, authenticated and delivered in accordance with the Junior Subordinated Indenture against payment of the agreed consideration therefor, the Junior Subordinated Debentures will constitute the valid and binding obligations of the Company, subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law.

2.The Guarantee has been duly authorized by all necessary corporate action of the Company and, when the Guarantee Agreement has been duly executed and delivered by the parties thereto, it will constitute the valid and binding obligation of the Company, subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law.

3.The Preferred Stock has been duly authorized by all necessary corporate action of the Company and, when certificates evidencing the shares of Preferred Stock have been executed by the Company and authenticated by the Company’s transfer agent and delivered by the parties thereto, such shares will be validly issued, fully paid and non-assessable.

The opinions expressed herein do not purport to cover, and we express no opinion with respect to, (i) the applicability of Section 548 of the Bankruptcy Code or any other fraudulent conveyance provision, (ii) the extent to which broadly worded waivers may be enforced, or (iii) the extent to which provisions providing for conclusive presumptions or determinations, non-effectiveness of oral modifications, arbitration, submission to jurisdiction, waiver of or consent

to service of process and venue, waiver of offset or defenses, or any provision constituting a penalty or forfeiture, will be enforced.

We hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name therein. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-5.2

Exhibit 5.2

RICHARDS, LAYTON & FINGER
A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE
920 NORTH KING STREET
WILMINGTON, DELAWARE 19801
(302) 651-7700
FAX:  (302) 651-7701

WWW.RLF.COM

January 25, 2008

State Street Capital Trust III
c/o State Street Bank and Trust Company, N.A.
Two World Financial Center
225 Liberty Street
New York, New York 10006

State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110

Re:State Street Capital Trust III

Ladies and Gentlemen:

We have acted as special Delaware counsel for State Street Corporation, a Massachusetts corporation (the “Company”), and State Street Capital Trust III, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein.  At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a)A certified copy of the Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 25, 1998 as amended by the Amendment to Certificate of Trust of the Trust, as filed in the office of the Secretary of State on April 26, 2007 (collectively, the “Certificate of Trust”) ;

(b)The Original Trust Agreement of the Trust, dated March 25, 1998, among the Company, as depositor, and the trustees named therein;

(c)The Removal and Appointment of Trustees, dated as of January 17, 2008, executed by the Company, as depositor;

(d)The Amended and Restated Trust Agreement of the Trust, dated as of January 25, 2008 (including Exhibits A, B, C and D thereto) (the “Trust Agreement “), among the Company, the trustees of the Trust named therein  and the several holders, from time to time, of undivided beneficial interests in the assets of the Trust;

(e)The Form of Normal APEX Certificate attached as Exhibit C to the Trust Agreement;

(f)The Form of Capital APEX Certificate attached as Exhibit A to the Trust Agreement;

(g)The Form of Stripped APEX Certificate attached as Exhibit D to the Trust Agreement;

(h)The Prospectus, dated March 21, 2006 (the “Original Prospectus”), as supplemented by the Prospectus Supplement, dated January 17, 2008 (the “Supplement” and together with the Original Prospectus, the “Prospectus”), relating to the Fixed to Floating Rate Normal Automatic Preferred Enhanced Capital Securities of the Trust representing undivided beneficial interests in the assets of the Trust (the “Normal APEX” and, together with the Stripped APEX and the Capital APEX, the “Capital Securities”); and

(i)A Certificate of Good Standing for the Trust, dated January 25, 2008.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement, except that reference herein to any document shall mean such document as in effect on the date hereof.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (i) above.  In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (i) above) that is referred to in or incorporated by reference into the documents reviewed by us.  We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein.  We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and has not been amended and that the Certificate of Trust is in full force and effect and has not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Capital Security is to be issued by the Trust (collectively, the “Capital Security Holders”) of a Capital Security Certificate for such Capital Security and the payment for such Capital Security acquired by it, in accordance with the Trust Agreement and the Prospectus, (vii) that the Capital Securities are executed, issued and sold to the Capital Security Holders in accordance with the Trust Agreement and the Prospectus and (viii) that the Delaware Trustee satisfies the requirements of § 3807 of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (the “Act”).  We have not participated in the preparation of the Prospectus and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto.  Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.             The Trust has been duly created and is validly existing in good standing as a statutory trust under the Act.

2.             The Capital Securities of the Trust have been duly authorized by the Trust Agreement and, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement and the Prospectus, will be duly and validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and non-assessable undivided beneficial interests in the assets of the Trust

3.             The Capital Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.  We note that the Capital Security Holders may be obligated to make payments as set forth in the Trust Agreement.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.  We hereby consent to the use of our name under the heading “Validity of Securities” in the Prospectus and any supplements thereto.  In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours, 

/s/ Richards, Layton & Finger LLP

Richards, Layton & Finger LLP

DKD/jh

EX-8.1

Exhibit 8.1

January 25, 2008

State Street Corporation

One Lincoln Street

Boston, Massachusetts  02111

Ladies and Gentlemen:

As special tax counsel for State Street Corporation, a Massachusetts corporation (the “Company”), and for State Street Capital Trust III, a Delaware statutory trust (the “Trust”) in connection with the issuance of Junior Subordinated Debentures and Preferred Stock by the Company and the issuance of 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (the “Normal APEX”) by the Trust, as described in the prospectus supplement dated January 17, 2008 (the “Prospectus Supplement”) to the prospectus dated March 21, 2006, we hereby confirm to the Company our opinion as set forth under the heading “Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement, subject to the limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the reference to us under the heading “Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP