Exhibit 4.1
FORM OF NOTE
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a
limited-purpose trust company organized under the New York Banking
Law (“ DTC ”), to the Company or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
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STATE STREET CORPORATION
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4.30% Senior Notes Due
2014
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No. 1
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$500,000,000
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CUSIP 857477
AE3
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Issue Date: May 22, 2009
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ISIN
US857477AE35
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State Street Corporation, a
corporation duly organized and existing under the laws of The
Commonwealth of Massachusetts (herein called the “
Company ,” which term includes any successor Person
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of FIVE HUNDRED MILLION Dollars
($500,000,000) on May 30, 2014, and to pay interest thereon
from May 22, 2009, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
semi-annually in arrears on May 30 and November 30 in
each year, commencing November 30, 2009, at the rate of
4.30% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest, which shall be May 15 or November 15 (whether
or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or
duly provided for will 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 Security (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
A-1
fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series 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 Securities of
this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and
premium, if any) and any such interest on this Security will be
made at the office or agency of the Company maintained for that
purpose in the City of Boston, Massachusetts (the “ Place
of Payment ”), 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 for so
long as this Security is a Global Security, payment of the
principal of (and premium, if any) and any interest on this
Security will be made by the Paying Agent by wire transfer of
immediately available funds to a separate account of the Depositary
or its nominee at the Federal Reserve Bank of New York;
provided that, in the case of payments made at maturity of
such Global Security, the Global Security is presented to the
Paying Agent in time for the Paying Agent to make such payments in
accordance with its normal procedures.
Interest on this Security will be
computed on the basis of a 360-day year comprised of twelve 30-day
months. In the event that an Interest Payment Date is not a
Business Day, the Company will pay interest on the next day that is
a Business Day, with the same force and effect as if made on the
Interest Payment Date, and without any interest or other payment
with respect to the delay. If the date of maturity for this
Security is not a Business Day, payment of principal and interest
on this S