State Street Corporation Management Supplemental Retirement Plan Second Amendment and Restatement

1.

Purpose . This Management Supplemental Retirement Plan was adopted effective October 1, 1987 (as the State Street Corporation Supplemental Executive Retirement Plan) in order to increase the overall effectiveness of the Company’s executive compensation program so as to attract, retain, and motivate qualified senior management personnel, by providing benefits that are consistent with the particular needs of such personnel, and that are supplemental to benefits provided under the State Street Retirement Plan. The Plan was previously amended and restated, effective January 1, 2008. Except as otherwise specified herein, this document amends and restates the provisions of the Plan, effective January 1, 2008.

2.

Status of Plan . The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, and shall be interpreted and administered consistent with that intent. The Plan is intended to be operated in accordance with the requirements applicable to a “nonqualified deferred compensation plan” under Section 409A of the Code and the regulations thereunder and shall be interpreted and administered consistent with that intent.

3.

Definitions . When used herein, the following words shall have the meanings indicated below. Terms not defined herein shall have the meanings assigned to them in the State Street Retirement Plan, as from time to time amended and in effect.

(a)

Actuarial Equivalent means a benefit of equal value to the benefit which otherwise would have been provided, determined on the basis of the actuarial assumptions and methods then in use under the Retirement Plan.

(b)

Business Day means each day that the New York Stock Exchange is open for business.

(c)

Committee means the Executive Compensation Committee of the Board of Directors of State Street.

(d)

Company means State Street and, as used herein, shall be deemed to include any subsidiary or affiliate of State Street that is a participating employer under the Retirement Plan.

(e)

Disabled means, for any Participant, that the Participant, prior to Separation from Service, as determined in the sole discretion of the Committee:

(i)

is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(ii)

is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 6 months under an accident and health plan covering employees of the Employer.

(f)

Executive Plan means the State Street Corporation Executive Supplemental Retirement Plan (formerly the State Street Corporation Supplemental Defined Benefit Pension Plan), as amended and restated January 1, 2008.

(g)

Participant means any individual described in Section 4.

(h)

Plan means this State Street Corporation Management Supplemental Retirement Plan (formerly the State Street Corporation Supplemental Executive Retirement Plan), as from time to time amended and in effect.

(i)

Retirement Plan means the State Street Retirement Plan, as from time to time amended and in effect.

(j)

Retirement Plan Benefit means the benefit actually payable under the Retirement Plan to a Participant or a Participant’s Beneficiary.

(k)

Separation from Service means a separation from service, within the meaning of Treas. Regs. §1.409A-1(h), with State Street and any other company that would be treated as a single employer with State Street under the first sentence of Treas. Regs. §1.409A-1(h)(3); and correlative terms shall be construed to have a corresponding meaning.

(l)

Supplemental Plan Benefit means the benefit payable to a Participant or a Beneficiary hereunder.

4.

Participation . Any individual who was participating in the Plan as of December 31, 2007 (including, for the avoidance of doubt, any individual with vested but unpaid benefits under the Plan) shall be a Participant in the Plan effective January 1, 2008. Participation in the plan is terminable by the Committee in its discretion upon written notice to the Participant and termination shall be effective as of the date contained therein, but in no event earlier than the date of such notice. Notwithstanding anything herein to the contrary, no individual may become a Participant under this Plan after December 31, 2007.

5.

Amount of Benefits . Benefits shall be payable hereunder only to (a) Participants who have a Separation from Service on or after their Normal Retirement Date, and their Spouses or other Beneficiaries; (b) Participants who have a Separation from Service prior

to January 1, 2008 after having completed at least five years of Vesting Service, or on or after January 1, 2008 after having completed at least three years of Vesting Service, and their Spouses or other Beneficiaries; (c) Participants who become Disabled, and their Spouses or other Beneficiaries; and (d) Spouses or other Beneficiaries of Participants who die while employed by the Company. Benefits hereunder shall be paid in an amount equal to (1) minus the sum of (2) and (3), where:

(1)

is the lump-sum Actuarial Equivalent of the Participant’s Retirement Plan Benefit as it would be determined under the applicable provisions of the Retirement Plan applied without regard to any provision of the Retirement Plan or any requirement imposed by law upon qualified pension plans which limits the benefits under the Retirement Plan to any maximum amount (including, without limitation, the provisions of Section 415 of the Code) and without regard to any such provision of the Retirement Plan or of law which limits the amount of annual compensation of a Participant which may be taken into account in determining benefits (including, without limitation, the provisions of Section 401(a)(17) of the Code);

(2)

is the lump-sum Actuarial Equivalent of the Participant’s actual Retirement Plan Benefit; and

(3)

is the portion, if any, of the amount determined under (1) above that is determined with reference to Basic Credits under Section 4.4(b) of the Retirement Plan, to the extent such portion reflects Base Pay in excess of $500,000.

6.

Time and Form of Payment . Benefits under the Plan shall be paid as follows:

(a)

A Participant whose Supplemental Plan Benefit commenced prior to January 1, 2008 shall continue to receive his or her benefits in same form after January 1, 2008.

(b)

A Participant who has a Separation from Service on or after January 1, 2008 shall be paid his or her Supplemental Plan Benefit in a single lump sum on the first business day after the date that follows the Participant’s Separation from Service by six months.

(c)

A Participant who had a Separation from Service prior to January 1, 2008 but whose Supplemental Plan Benefit has not been paid or commenced prior to January 1, 2009 shall be paid his or her Supplemental Plan Benefit in a single lump sum on July 1, 2009.

(d)

Notwithstanding paragraphs (b) and (c) above, a Participant who is entitled to payment under the Executive Plan and whose Supplemental Plan Benefit has not been paid or commenced prior to January 1, 2008 shall be paid his or her Supplemental Plan Benefit in three equal installments, on (i) the first Business Day after the date that follows the date of the Participant’s Separation from Service by six months, (ii) the first anniversary of the date of the Participant’s Separation from Service (or if such date is not a Business Day, the immediately following Business Day), and (iii) the second anniversary of the date of the Participant’s Separation from Service (or if such date is not a Business Day, the immediately following Business Day).

(e)

Notwithstanding paragraphs (b), (c) and (d) above, if a Participant becomes Disabled and remains Disabled through the payment date specified in (i) or (ii) below, the Participant’s unpaid Supplemental Plan Benefit shall be distributed as follows:

(i)

if the Participant is entitled to benefits under the Executive Plan payable pursuant to the provisions set forth in Exhibit A to the Executive Plan, then upon the Participant’s becoming Disabled before benefits have commenced under paragraph (d), and provided the Participant remains Disabled through the first payment date described in this paragraph (e)(ii), the Participant’s Supplemental Plan Benefit shall be paid in three equal installments, with the first installment being paid by the later of (A) the end of the calendar year in which the Participant becomes Disabled, and (B) the fifteenth day of the third month following the date on which the Participant becomes Disabled, and the remaining installments being paid on the first and second anniversaries of the first payment date, provided, that if either the first or the second anniversary of the first payment date is not a Business Day, payment shall be made on the immediately following Business Day; and

(ii)

if the Participant is not entitled to benefits under the Executive Plan payable pursuant to the provisions set forth in Exhibit A to the Executive Plan, the Participant’s unpaid Supplemental Plan Benefit shall be paid in a single lump sum, by the later of (A) the end of the calendar year in which the Participant becomes Disabled, and (B) the fifteenth day of the third month following the date on which the Participant becomes Disabled, provided the Participant has remained Disabled through the date of payment.

(f)

Notwithstanding paragraphs (b), (c), (d) and (e) above, a Participant’s unpaid Supplemental Plan Benefit shall be distributed in a single lump sum cash payment to the Participant’s Beneficiary or Beneficiaries as soon as practicable (and in all events within 90 days) following the Participant’s death.

(g)

Notwithstanding anything to the contrary in the Plan, in the event a Participant who has Separated from Service subsequently returns to employment with the

Company, payment of the Participant’s Supplemental Plan Benefit accrued prior to such Separation from Service shall not be suspended or otherwise delayed.

7.

Administration and Claims . The complete authority to control and manage the operation and administration of the Plan shall be placed in the Committee. The determination of the Committee as to any disputed question shall be conclusive. All actions, decisions and interpretations of the Committee shall be performed in a uniform and non-discriminatory manner. The Committee has established the procedures set forth on Exhibit A for determining claims for benefits under the Plan. The Committee may modify or update Exhibit A from time to time without any amendment under Section 9 being required.

8.

Miscellaneous .

(a)

Source of payments . All payments hereunder shall be paid from the general assets of State Street, including for this purpose, if State Street in its sole discretion so determines, assets of one or more trusts established to assist in the payment of benefits hereunder. Any trust established pursuant to the preceding sentence shall provide that trust assets remain subject to the employer’s general creditors in the event of insolvency or bankruptcy and shall otherwise contain such terms as are necessary to ensure that they do not constitute a “funding” of the Plan for purposes of the Code or ERISA.

(b)

Certain tax matters . Payments hereunder shall be reduced by required tax withholdings. If any portion of a Participant’s Supplemental Plan Benefit is determined by the Committee to be includible by reason of Section 409A in a Participant’s or Beneficiary’s income prior to the time provided for payment under paragraph 6 above, such portion shall be paid to the Participant or Beneficiary as soon as practicable.

(c)

Inalienability of benefits . Except as required by law, no benefit under, or interest in, the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. Neither the Participant, nor a Spouse, nor any Beneficiary shall be entitled to have such payments commuted or made otherwise than in accordance with the provisions of the Plan.

(d)

Reclassification of Employment Status . Notwithstanding anything herein to the contrary, an individual who is not characterized or treated as a common law employee by the Company shall not be eligible to participate in the Plan. However, in the event that such an individual is reclassified or deemed to be reclassified as a common law employee, the individual shall be eligible to participate in the Plan as of the Entry Date coinciding with or next following the reclassification date (to the extent such individual otherwise qualifies as an to participate in the Plan). If the effective date of any such reclassification is prior to the actual date of such reclassification, in no event shall the reclassified individual be eligible to participate in the Plan retroactively to the effective date of such reclassification.

(e)

No right of employment . Nothing contained herein, nor any action taken under the provisions hereof, shall be construed as giving any Participant the right to be retained in the employ of the Company.

(f)

Headings . The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.

(g)

Construction . The Plan shall be construed, regulated, and administered in accordance with the laws of the Commonwealth of Massachusetts and applicable federal laws.

9.

Amendment or Discontinuance . The Committee may amend or discontinue this Plan at any time without prior notice of intent. However, the Company undertakes to ensure that this Plan will be binding upon any present or future parent, subsidiary or affiliate of the Company or any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company. No amendment or discontinuance of the Plan shall deprive any Participant who has had a Separation from Service, or any Spouse or other Beneficiary of a deceased Participant, of any Supplemental Plan Benefits to which he or she was entitled under the Plan as in effect immediately prior to such amendment or discontinuance, and no discontinuance or amendment shall adversely affect the Supplemental Plan Benefit accrued hereunder by any Participant prior to the effective date of such amendment. F