STATE STREET CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS

1.1

Name and Effective Date . The Plan set forth herein is an amendment, restatement and continuation of the State Street Corporation Deferred Compensation Plan for Directors, originally established effective June 19, 1975. Except as otherwise provided, this restatement shall have effect with respect to amounts earned in respect of services on or after January 1, 2008.

1.2

Deferrals Prior to 2005 . Deferrals of amounts earned in respect of services prior to January 1, 2005, as to which the applicable terms and conditions have not been materially modified on or after October 4, 2004, shall remain subject to their original terms and to the State Street Corporation Deferred Compensation Plan for Directors in effect prior to October 4, 2004.

1.3

Deferrals Prior to 2008 . Deferrals not described in Section 1.2 made prior to January 1, 2008 shall be subject to the terms of the Plan as set forth herein. With respect to such deferrals, the Plan Administrator shall honor the original terms of payment, except that any reference therein to termination of employment shall be deemed to require a Separation from Service, and shall also honor any changes in time or form of payment made pursuant to available transition relief; provided , however , that any change in time or form of payment after December 31, 2008 will be subject to Section 5.4.

1.4

Definitions . Capitalized terms have the meaning set forth below unless a different meaning is required by the context:

(a)

“ Account ” means an account established for a Participant’s benefit under Section 3.4.

(b)

“ Annual Stock Award ” means the annual award of shares of Stock to Directors.

(c)

“ Beneficiary ” means the person or persons designated by a Participant in writing, subject to such rules as the Plan Administrator may prescribe, to receive benefits under the Plan in the event of the Participant’s death. In the absence of an effective designation at the time of a Participant’s death, the Participant’s Beneficiary shall be his or her surviving spouse or domestic partner, or if none, his or her issue per stirpes , or if none, his or her surviving parents, or if none, his or her estate.

(d)

“ Board ” means the Board of Directors of the Corporation.

(e)

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(f)

“ Compensation ” means a Director’s Retainer Fees, Meeting Fees, and Annual Stock Award.

(g)

“ Corporation ” means State Street Corporation and any successor thereto.

(h)

“ Deferred Compensation Agreement ” means a written agreement described in Section 3.1. Each Deferred Compensation Agreement shall be in a form approved by or acceptable to the Plan Administrator.

(i)

“ Director ” means a director of the Corporation who is not an employee of the Corporation or of any of its subsidiaries or affiliates.

(j)

“ Disabled ” and “ Disability ,” with respect to a Participant, mean that the Participant is unable to engage in any substantial gainful activity by reason of a 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 that the Participant has been determined to be totally disabled by the Social Security Administration.

(k)

“ Entry Date ” means each January 1.

(l)

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

(m)

“ Meeting Fees ” means the fees payable in cash to Directors for attendance at Board and Board committee meetings.

(n)

“ Participant ” means a Director who elects to participate in the Plan or who has an Account under the Plan.

(o)

“ Plan ” means the State Street Corporation Deferred Compensation Plan for Directors, as from time to time amended and in effect.

(p)

“ Plan Administrator ” means the Plan Administrator appointed pursuant to Section 6.1

(q)

“ Plan Year ” means the calendar year

(r)

“ Retainer Fees ” means any annual retainer payable to a Director, whether payable in cash or Stock.

(s)

“ Section 409A ” means Section 409A of the Code, including the regulations and other applicable Internal Revenue Service guidance thereunder.

(t)

“ Separation from Service ” means a “separation from service” (as defined at Section 1.409A-1(h) of the Treasury Regulations) from State Street and all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with State Street under Section 1.4094-1(h)(3) of the Treasury Regulations; and correlative terms shall be construed to have a corresponding meaning.

(t)

“ Stock ” means the common stock of the Corporation.

2.1

Commencement of Participation . Except as the Board otherwise determines (consistent with the requirements of Section 409A), a Director may elect, prior to any Entry Date following his or her election to the Board, to commence participation as of such Entry Date.

2.2

Termination of Participation . A Director shall remain a Participant until his or her Accounts have been fully distributed.

3.1

Deferred Compensation Agreement . Prior to the beginning of any Plan Year, a Director may elect to defer a portion of his or her Compensation in respect of services performed in such Plan Year by entering into a Deferred Compensation Agreement with respect to such Compensation. Compensation that is deferred shall be credited to one or more Accounts of the Participant as soon as practicable after the Compensation would otherwise have been paid.

3.2

Election Procedures .

(a)

Advance elections required . A Deferred Compensation Agreement must be entered into, if at all, irrevocably prior to the applicable Entry Date for the Plan Year in which the services to which the Compensation relates is to be performed (or by such earlier date as the Plan Administrator may prescribe consistent with the requirements of Section 409A). Once a Deferred Compensation Agreement becomes effective for a Plan Year, it may not be modified or revoked by the Participant.

(b)

Other requirements . Except as otherwise determined by the Plan Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year.

3.3

Compensation to be Deferred . A Director may elect to defer either 50% or 100%, but no other or different portion or percentage, of each type of Compensation ( i.e. , Annual Stock Award, Meeting Fees, and Retainer Fees) which may become payable to him or her currently with respect to services as a Director during any Plan Year by entering into a Deferred Compensation Agreement with respect to 50% or 100%, as the case may be, of any such Compensation.

3.4

Accounts. The Plan Administrator shall establish an Account or Accounts for each Participant reflecting elective deferrals and any adjustments under this Section 3.4.

(a)

Stock deferrals . An Account established for a Participant in connection with the deferral of an award otherwise payable in shares of Stock shall be denominated in Stock units (each representing a share of Stock). An Account described in the immediately preceding sentence shall be equitably adjusted by the Plan Administrator to reflect any stock dividends, stock splits or combinations of shares (including a reverse stock split), recapitalizations or other changes in the Corporation’s capital structure, and shall be adjusted in connection with the payment of any dividend or other distribution on the Stock to reflect the notional (hypothetical) reinvestment of the amount of the dividend or distribution in additional shares of Stock, such additional shares being treated thereafter (including with respect to subsequent dividends and distributions) in the same manner as the shares initially deferred. Any notional reinvestment shall be deemed to have been made using the closing price of the Stock on the date the dividend or other distribution was paid.

(b)

Cash deferrals . All Accounts not described in Section 3.4(a) shall be adjusted for notional (hypothetical) investment experience as described in this Section 3.4(b). The Plan Administrator shall designate for purposes of the Plan one or more investment alternatives (each, a “tracking option”), including, if the Plan Administrator so determines, a tracking option notionally invested in shares of Stock and, if the Plan Administrator so determines, a tracking option that offers a return of notional interest. Each Participant shall have the opportunity to allocate Accounts not described in Section 3.4(a) and/or additional cash deferrals among the available tracking optio