On October 13, 2008, State Street Corporation entered into a Major Financial Institution Participation Commitment in connection with actions taken by the U.S. government designed to protect the U.S. economy, strengthen public confidence in our financial institutions and foster the robust functioning of our credit markets. Under the Commitment, State Street agreed to:

• Issue senior preferred shares in the amount of $2 billion to the United States Department of the Treasury under the terms and conditions of the TARP Capital Purchase Program.

• Participate in the Federal Deposit Insurance Corporation program guaranteeing new issues of eligible senior liabilities by banks and bank holding companies and transaction accounts, as announced October 14, 2008, under the systemic risk exemption invoked by the FDIC, the Treasury and the Board of Governors of the Federal Reserve System.

• Expand the flow of credit to U.S. consumers and businesses on competitive terms to promote the sustained growth and vitality of the U.S. economy.

• Continue to work diligently, under existing programs, to modify the terms of residential mortgages as appropriate to strengthen the health of the U.S. housing market.

In connection with its participation in the TARP Capital Purchase Program, State Street will issue to the Treasury for cash consideration of $2 billion (1) two million senior preferred shares, $1,000 liquidation preference per share, and
(2) warrants to purchase a number of shares of common stock with an aggregate market price equal to $300 million. For these purposes, the market price of State Street's common stock will be determined based upon a 20-trading day trailing average at the time of issuance.

The senior preferred shares will qualify as Tier 1 capital and will pay cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The senior preferred shares will be non-voting, other than class voting rights on certain matters that could adversely affect the shares. The senior preferred shares may be redeemed by State Street at par after three years. Prior to the end of three years, the senior preferred shares may only be redeemed by State Street with the proceeds from a qualifying equity offering of any Tier 1 perpetual preferred or common stock for cash. Until the third anniversary of the issuance, or such earlier time as the senior preferred stock has been redeemed or transferred by the Treasury, State Street will not, without the Treasury's consent, be able to increase its dividend rate per share of common stock or repurchase its common stock. The warrants will be immediately exercisable, have a 10-year term and have an exercise price, subject to anti-dilution adjustments, equal to the market price of State Street's common stock at the time of issuance, calculated on a 20-trading day trailing average. The Treasury will agree not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrants. If State Street receives aggregate gross cash proceeds of not less than $2 billion from one or more qualifying equity offerings of Tier 1 perpetual preferred or common stock on or prior to December 31, 2009, the number of shares of common stock underlying the warrants then held by the Treasury will be reduced by one half of the original number of shares, taking into account all adjustments, underlying the warrants.

As a condition to closing the issuance of the senior preferred shares and warrants, State Street will modify or terminate all benefit plans, arrangements and agreements, including golden parachute agreements, to the extent necessary to be in compliance with, and following the closing and for so long as the Treasury holds any State Street securities, State Street will agree to be bound by, the executive compensation and corporate governance requirements of
Section 111 of the Emergency Economic Stability Act of 2008 and any applicable guidance or regulations issued by the Secretary of the Treasury on or prior to the date of the issuance. The applicable executive compensation requirements will apply to the compensation of State Street's chief executive officer, chief financial officer and three other most highly compensated executive officers.

A summary of the terms of the senior preferred shares and warrants is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The description in this Item 1.01 of the terms of the issuance of senior preferred shares and warrants is qualified in its entirety by reference to the summary of terms filed as Exhibit 10.1.

. . .

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.02.

The information concerning executive compensation set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 5.02. State Street's Chairman and Chief Executive Officer is Ronald E. Logue and its Executive Vice

Separately, on October 16, 2008, State Street Corporation's Board of Directors amended and restated the company's by-laws. Article I, Section 7 (relating to notice of shareholder business and nomination of directors) was amended to:
(a) expand the information that must be provided in a shareholders notice of proposed business or a nomination to include, among other things, information about derivatives, hedged positions and other economic and voting interests, information about any agreements the proponent may have with others in connection with the proposed business or nomination, and the exact text of any proposal; and (b) clarify the scope of the advance notice provisions and the authority of the chairman of the meeting in determining whether business or nominations have been brought in accordance with the by-law requirements. Article I, Section 2 (relating to special meetings of stockholders) was amended to require shareholders calling a special meeting to provide similar information to that required by the advance notice by-law.

A copy of the amended and restated by-laws is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The copy is marked to show changes from the prior by-laws. The description in this Item 5.03 of the amendments to the by-laws is qualified in its entirety by reference to the amended and restated by-laws filed as Exhibit 3.1.

(d) Exhibits.

 3.1    Amended and Restated By-Laws dated October 16, 2008.

10.1    TARP Capital Purchase Program Senior Preferred Stock and Warrants Summary
        of Senior Preferred Terms (Public Company Version).