Summary of STATE STREET CORP

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on October 13, 2008, State Street Corporation entered into a commitment to participate in the United States Department of the Treasury's TARP capital purchase program. On October 27, 2008, State Street entered into a definitive purchase agreement, dated October 26, 2008, with Treasury regarding Treasury's investment of $2 billion under that program. The purchase agreement is substantially consistent with the previously announced commitment and supersedes it in its entirety. The transaction closed on October 28, 2008.

Under the purchase agreement, Treasury received (1) 20,000 shares of State Street's Series B fixed rate cumulative perpetual preferred stock, $100,000 liquidation preference per share, and (2) a warrant to purchase 5,576,208 shares of State Street's common stock at an exercise price of $53.80 per share. The exercise price of the warrant was determined based upon the average of closing prices of State Street's common stock during the 20-trading day period ended October 10, 2008, the last trading day prior to the date State Street agreed to participate in the program.

The preferred shares qualify as tier 1 regulatory capital and pay cumulative dividends quarterly at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The preferred shares are non-voting, other than class voting rights on certain matters that could adversely affect the preferred shares. If dividends on the preferred shares have not been paid for an aggregate of six quarterly dividend periods or more, whether consecutive or not, State Street's authorized number of directors will be automatically increased by two and the holders of the preferred stock, voting together with holders of any then outstanding voting parity stock will have the right to elect those directors at State Street's next annual meeting of stockholders or at a special meeting of stockholders called for that purpose. These preferred share directors will be elected annually and serve until all accrued and unpaid dividends on the preferred shares have been paid.

The preferred shares may be redeemed by State Street at par after December 15, 2011. Prior to this date, the preferred shares may only be redeemed by State Street at par in an amount up to the cash proceeds (minimum $500 million) from qualifying equity offerings of any Tier 1 perpetual preferred or common stock. Any redemption is subject to the consent of the Board of Governors of the Federal Reserve System. Until October 28, 2011, or such earlier time as all preferred shares have been redeemed or transferred by Treasury, State Street will not, without Treasury's consent, be able to increase its dividend rate per share of common stock or repurchase its common stock.

In connection with the issuance of the preferred shares, on October 27, 2008, State Street amended its articles of organization to designate the Series B fixed-rate cumulative perpetual preferred stock and to specify the preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions of that series, including the relevant provisions described above.

The warrant is immediately exercisable and has a 10-year term. The exercise price and number of shares subject to the warrant are both subject to anti-dilution adjustments. Treasury

may not exercise voting power with respect to any shares of common stock issued upon exercise of the warrant. If State Street receives aggregate gross cash proceeds of not less than $2 billion from one or more qualifying equity offerings of tier 1-eligible perpetual preferred or common stock on or prior to December 31, 2009, the number of shares of common stock underlying the warrant then held by Treasury will be reduced by one half of the original number of shares, taking into account all adjustments, underlying the warrant.

The preferred shares and the warrant were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. State Street will file a shelf registration statement covering the preferred shares, the warrant and the common stock underlying the warrant. Treasury and other future holders of the preferred shares, the warrant or the common stock issued pursuant to the warrant also have piggyback and demand registration rights with respect to the securities. Neither the preferred shares nor the warrant nor the shares issuable upon exercise of the warrant are subject to any contractual restrictions on transfer, except that the Treasury may only transfer or exercise . . .