Exhibit 10.8 STATE STREET CORPORATION 2006 EQUITY INCENTIVE PLAN as Amended and Restated (2012)

“Change in Control”: Any of the following:

(1)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (x) the then outstanding shares of Stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following acquisitions of Outstanding Company Common Stock and Outstanding Company Voting Securities: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the

Company or any corporation controlled by the Company or (iv) any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this definition; or

(2)    Individuals who, as of the effective date of the Plan, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to such effective date, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(3)    Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination"); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or such corporation resulting from such Business Combination) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed with respect to the Company prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(4)    The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company;

Subject to your acceptance of the terms set forth in this agreement (the “Agreement”), State Street Corporation (the “Company”), has awarded you a Restricted Stock Unit Award, under the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”), which shall be payable if certain performance and other conditions are satisfied as described below. A copy of the Plan document and the Company’s U.S. Prospectus are located on this website for your reference. The provisions of the Plan are incorporated herein by reference, and all terms used herein shall have the meaning given to them in the Plan, except as otherwise expressly provided herein. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control.

Whether your Award will be paid and in what amounts will depend on achievement of GAAP return on equity (“ROE”) as described in Exhibit I during the Performance Period and the other terms and conditions as set forth herein.

The specific ROE performance targets for the Performance Period are established and set forth on Exhibit I attached hereto and made a part hereof. Subject to the other terms and conditions of the Award, payment under this Award will only be made if the Administrator certifies, following the close of the Performance Period, that the pre-established threshold performance targets have been exceeded and then only to the extent of the level of performance so certified as having been achieved.

Any portion of the Award earned by reason of the Administrator’s certification as described above will vest and be payable in shares of the Company’s common stock (“Stock”) to you (or your beneficiary, in the case of your death) in four equal annual installments between January 1 and April 30 beginning after the end of the Performance Period and during the same period in the immediately succeeding three calendar years, as shown on Exhibit I. The total number of shares of Stock to be paid will be determined by multiplying the number of units referred to in your Statement by the Total Vesting Percentage. For this purpose, “Total Vesting Percentage” means the vesting percentage achieved for the ROE performance target for the Performance Period, as provided in Exhibit I and certified by the Administrator.

Notwithstanding anything herein to the contrary, you agree and covenant that, as a condition to the receipt of the Award and the delivery of the Stock, in the event the Company notifies you at any time before or after the Award is made (but before it has vested) that you have been designated Code Staff for purposes of Capital Requirements Directives III or IV and related guidance, including without limitation the guidance of the United Kingdom Financial Conduct Authority and Prudential Regulatory Authority (UK FCA/PRA), you will not sell or otherwise transfer any shares of Stock subject to this Award until the date that is at least six

months and one day after the vesting date of such shares, except that (1) you shall be permitted to sell, upon such vesting date, a number of shares of Stock sufficient to pay applicable tax and social security withholding, if any, required with respect to such vesting (or, alternatively, if your Employer withholds such shares pursuant to Section 13 of the Agreement, the requirements in this section not to sell or otherwise transfer any shares shall only apply to the net number of such shares delivered to you after such withholding of shares), (2) transfers by will or pursuant to the laws of descent or distribution are permitted and (3) this holding requirement shall not apply to such portion of the shares, if any, as was awarded with respect to a period of time, as determined by the Company in its discretion, during which you were not subject to such holding requirement under Capital Requirements Directive III or IV and related regulations and guidance.  Any attempt by you (or in the case of your death, by your beneficiary) to assign or transfer the shares of Stock, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect.  The Company may, in its sole discretion, impose restrictions on the assignment or transfer of shares of Stock consistent with the provisions hereof, including, without limitation, by or through the transfer agent for such shares or by means of legending Stock certificates or otherwise.

This Award shall not be transferable otherwise than by will or the laws of descent and distribution. Any attempt by you (or in the case of your death, your beneficiary) to assign or transfer the Award, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect and shall render the Award itself null and void.

(a)No amount shall be paid in respect of the Award in the event that you cease to be employed by the Company and its Subsidiaries due to Circumstances of Forfeiture prior to the date of payment. If your employment with the Company and its Subsidiaries ceases by reason of Retirement, Disability, death, or any reason other than for Circumstances of Forfeiture, then you shall be eligible to receive a payment under this Award subject to the certification of the Administrator in accordance with Section 2, and subject to the terms and conditions of this Agreement. Except as provided in Section 6, any amount payable pursuant to this Section 5 shall be paid in accordance with Section 3.

(b)For purposes hereof:

(i)“Retirement” means your attainment of age 55 and completion of 5 years of service with the Company and its Subsidiaries.

(ii)“Disability” means (A) your inability to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in your death or can be expected to last for a continuous period of not less than 12 months (an “impairment”) or (B) if you, as a result of the impairment described in subparagraph (A), receive income replacement benefits for a period of not less than 3 months under a plan of the Company or a Subsidiary.

(iii)“Circumstances of Forfeiture” means the termination of your employment with the Company and its Subsidiaries either (A) voluntarily (other than (x) Retirement or (y) termination for Good Reason on or prior to the first anniversary of a Change in Control (each as defined in the Plan)) or (B) involuntarily for reasons determined by the Company in its sole and exclusive discretion to constitute “gross misconduct” (including while you are Retirement eligible).

Any amount remaining to be paid in respect of the Award may, in the sole discretion of the Administrator, be reduced or cancelled, in the event that it is determined by the Administrator that your actions exposed the Business to inappropriate risk or risks (including where you failed to timely identify, analyze, assess or raise concerns about such risk or risks, where it was reasonable to expect you to do so), and such exposure has resulted or could reasonably be expected to result in a material loss or losses that are or would be substantial in relation to the revenues, capital and overall risk tolerance of the Business. The Business shall mean State Street Corporation, on a consolidated basis, or, to the extent you devote substantially all of your business time to a particular business unit (e.g., GSA, GSI, GA, GM or GX) or business division (e.g., AIS,

Securities Lending, etc.), Business shall refer to such business unit or business line.

This Section 6 is intended to comply with and meet the requirements of applicable banking regulations and regulatory guidance on incentive compensation, including but not limited to that of the Board of Governors of the United States Federal Reserve System and the UK FCA/PRA, and will be interpreted and administered accordingly. In the event that under any of the foregoing banking regulation or regulatory guidance the Administrator is required to reduce or cancel any amount remaining to be paid with respect to any Award, it shall, in its sole discretion, be authorized to do so. For the purposes hereof, in exercising its discretion, the Administrator shall take into account all factors that it deems appropriate or relevant. Furthermore, the Administrator may, in its sole discretion, take any and all actions it deems necessary or appropriate, as permitted by applicable law, to implement the intent of this provision.

If you are a member of the State Street Corporation Management Committee at the time the Award is made, any amount to be paid in respect of the Award may, in the sole discretion of the Administrator, be reduced or cancelled, in whole or in part, in the event that it is determined by the Administrator that:

(a)you engaged in fraud, gross negligence or any misconduct that was materially detrimental to the interests or business reputation of the Company or any of its businesses; or

(b)as a result of a material financial restatement or miscalculation or inaccuracy in the determination of performance metrics, financial results or other criteria, you would have received a smaller or no Award hereunder.

The Award also is subject to any compensation recovery or similar requirements under applicable law and related implementing regulations and related implementing Company policies in effect from time to time. For the purposes hereof, in exercising its discretion, the Administrator shall take into account all factors that it deems appropriate or relevant. Furthermore, the Administrator may, in its sole discretion, take any and all actions it deems necessary or appropriate, as permitted by applicable law, to implement the intent of this provision.

Notwithstanding anything in this Agreement to the contrary,

(a) in the case of a Change in Control occurring prior to the end of the Performance Period, the Total Vesting Percentage shall be 100%; and

    (b) if, prior to the full settlement of your Award, your employment with the Company or its Subsidiaries is terminated by the Company or applicable Subsidiary without Cause (as defined in the Plan), by you for Good Reason (as defined in the Plan) or on account of your Retirement, in each case, during the one-year period following a Change in Control, you shall be entitled within 30 days of such termination to receive a cash payment equal to the adjusted fair market value of a share of the Stock (1) multiplied by the number of units referred to in your Statement, (2) further multiplied by the Total Vesting Percentage (which, in accordance with clause (a) above, shall be 100% in the case of a Change in Control occurring prior to the end of the Performance Period), and (3) decreased by the number of units paid in accordance with Section 3 prior to the date of such termination; provided, to the extent an Award or any portion thereof constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, that such Change in Control constitutes a “change in control event” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treasury Regulations 1.409A-3(i)(5). For purposes of the preceding sentence, “adjusted fair market value” shall mean the higher of the (i) the highest average of the reported daily high and low prices per share of the Stock during the 60-day period prior to the first date of actual knowledge by the Board of the circumstances that resulted in a Change in Control, and (ii) if the Change in Control is the result of a transaction or series of transactions described in paragraph 1 or 2 of the definition of Change in Control in the Plan, the highest price per share of the Stock paid in such transaction or series of transactions (which in the case of a transaction described in paragraph 1 of such definition in the Plan shall be the highest price per share of the Stock as reflected in a Schedule 13D filed

by the person having made the acquisition). For purposes of this Section 8, termination of employment shall mean a “separation from service” as determined in accordance with Treasury Regulation Section 1.409A-1(h).

The Award is subject to adjustment pursuant to Section 7(b) of the Plan in the circumstances therein described.

Subject to the specific limitations set forth in the Plan, the Administrator may at any time suspend or terminate any rights or obligations relating to the Award prior to the full settlement of your Award without your consent.

The Administrator shall exercise its discretion with respect to this Award so as to preserve the deductibility of payments under the Award against disallowance by reason of Section 162(m) of the Code, where applicable.

You are not entitled to any rights as a shareholder with respect to any shares of Stock subject to the Award until they are transferred to you. Without limiting the foregoing, you will have no right to receive dividends or amounts in lieu of dividends with respect to the shares of Stock subject to the Award nor any right to vote the shares of Stock prior to any shares being transferred to you.

Regardless of any action the Company or the Subsidiary that employs you (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account of other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and/or your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the Award and the issuance of shares of Stock in settlement, the subsequent sale of any shares of Stock acquired upon vesting and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items.

Prior to the delivery of any Stock upon the vesting of the Award, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Stock otherwise issuable upon the vesting of the Award that have an aggregate fair market value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Award; provided, however, that the total tax withholding cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items (determined in the Company’s reasonable discretion). No fractional shares of Stock will be withheld or issued pursuant to the issuance of Stock hereunder. Alternatively, the Company and/or your Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your salary or other amounts payable to you, with no withholding in shares of Stock. In the event the withholding requirements are not satisfied through the withholding of shares of Stock or through your salary or other amounts payable to you, no shares of Stock will be issued upon vesting of the Award unless and until satisfactory arrangements (as determined by the Company or Employer) have been made by you with respect to the payment of any Tax-Related Items which the Company and your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. By accepting the grant of this Award, you expressly consent to the withholding of shares of Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Award and any Stock delivered in payment thereof are your sole responsibility.

Nothing in this Award shall be construed to guarantee you any right of employment with the Company or any Subsidiary or to limit the discretion of any of them to terminate your employment at any time, with or without cause.

The provisions of the Plan are incorporated herein by reference, and all terms not otherwise defined herein shall have the meaning given to them in the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. You acknowledge that you have received a copy of the Plan and a copy of the U.S. Prospectus for the Plan.

If the Award and the foregoing terms and conditions are acceptable to you, please sign the enclosed counterpart of this letter and return the same to the undersigned. By signing this letter, you acknowledge and agree that you are bound by the terms of the Agreement and the Plan.

(a)    The provisions of this Award are intended to be exempt from, or compliant with, Section 409A of the Code, and shall be construed and interpreted consistently therewith. Notwithstanding the foregoing, the Company shall have no liability to you or to any other person if the Award is not so exempt or compliant.

(b)    If and to the extent (i) any portion of any payment, compensation or other benefit provided to you pursuant to the Plan in connection with your employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations you (through accepting the Award) agrees that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

This Agreement constitutes the complete understanding and agreement between the parties to this Agreement with respect to the Award, and supersedes and cancels any previous oral or written discussions, agreements or representations regarding the Award or the Stock.

a)The grant of the Award is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future.

b)The Company reserves the right to impose other requirements on the Award, any shares of Stock acquired pursuant to the Award, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

c)Your participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation and the Award is not part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

d)The Company may, in its sole discretion, decide to deliver any documents related to the Award by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company, Equity Administrator or another third party designated by the Company.

e)By accepting this Award electronically, you will be deemed to have acknowledged and agreed that you are bound by the terms of this Agreement and the Plan, and it shall be deemed to have been accepted by the Company.

f)You acknowledge and agree that it is your express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If you have received the Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

g)Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as may be set forth in an applicable Addendum to the Agreement. Further, if you transfer residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms are necessary or advisable in order to comply with local law or to facilitate administration of the Plan. Any such Addendum is hereby incorporated into, and forms a part of, this Agreement.

h)No individual acting as a director, officer, employee or agent of the Company or any of its Subsidiaries will be liable to you or any other person for any action, including any Award forfeiture or discretionary action taken pursuant to this Agreement or any related implementing policy or procedure of the Company.

In consideration of the opportunity to participate in the Plan and the granting to you of an Award under the Plan, you expressly agree to comply with the terms and conditions of this Appendix, irrespective of whether or not any amount has been paid, or forfeited, under the Award at the time you separate from service with State Street. In addition, your eligibility to participate in the Plan in the future, including any future grants of awards under the Plan (or any successor equity incentive plan of the Company), is subject to and conditioned on your compliance with the terms and conditions of this Appendix. All terms used herein shall have the meaning given to them in the Plan, except as otherwise expressly provided herein.

(a)You will always preserve as confidential all Confidential Information, and will never use it for your own benefit or for the benefit of others; this includes that you will not use the knowledge of activities or positions in clients’ securities portfolio accounts or cash accounts for your own personal gain or for the gain of others.

(b)You will not disclose, divulge, or communicate Confidential Information to any unauthorized person, business or corporation during or after the termination of your employment with State Street. You will use your best efforts and exercise due diligence to protect, to not disclose and to keep as confidential all Confidential Information.

(c)You will not initiate or facilitate any unauthorized attempts to intercept data in transmission or attempt entry into data systems or files. You will not intentionally affect the integrity of any State Street data or systems through the introduction of unauthorized code or data, or through unauthorized deletion or addition. You will abide by all applicable Corporate Information Security procedures.

(d)Upon the earlier of request or termination of employment, you agree to return to State Street, or if so directed by State Street, destroy any and all copies of materials in your possession containing Confidential Information.

The terms of this Appendix do not apply to any information which is previously known to you without an obligation of confidence or without breach of this Appendix, is publicly disclosed (other than by a violation by you of the terms of this Appendix) either prior to or subsequent to your receipt of such information, or is rightfully received by you from a third party without obligation of confidence and other than in relation to your employment with State Street.

(a)You will disclose promptly and in writing to State Street all inventions and creative works, whether or not patentable or copyrightable, conceived or created solely or jointly by you during the period of your employment which relate to the business of State Street, and you hereby assign and agree to assign all of your interest in them to State Street. You will execute all papers, at State Street’s expense, which State Street shall deem necessary to apply for and obtain domestic and foreign patents, copyright and other registrations, and to protect and enforce State Street's interest in them.

(b)These obligations shall continue beyond the period of your employment with respect to inventions or creations conceived or made by you during the period of your employment.

(a)solicit, directly or indirectly (other than through a general solicitation of employment not specifically directed to employees of State Street or its Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment of, or otherwise induce the termination of the employment of, any person who then or within the preceding twelve (12) months was an officer of State Street or any of its Subsidiaries (excluding any such officer whose employment was involuntarily terminated); or

(b)engage in the Solicitation of Business from any Client on behalf of any person or entity other than State Street or its Subsidiaries.

Section (a) above shall be deemed to exclude the words “hire or employ” if your work location is in California or New York, and shall be construed and administered accordingly.

For purposes of this Section III, “officer” shall include any person holding a position title of Assistant Vice President or SSgA Principal 4 or higher. Notwithstanding the foregoing, this section III shall be inapplicable following a Change in Control as defined in the Plan.

(a)You agree to give State Street 60 days notice (the “Notice Period”) before terminating your employment with State Street or any of its Subsidiaries for any reason. Your compliance during the Notice Period with (i) Section III of this Appendix, (ii) a post-employment non-solicitation or non-competition provision contained in any other agreement you entered into with State Street or its Subsidiaries or (iii) any other post-employment non-solicitation or non-competition covenant otherwise imposed as a condition precedent to the receipt of compensation or benefits under other awards, plans or arrangements of State Street and its Subsidiaries, in each case will be applied towards satisfaction of the restriction period in Section III or in such other agreement or restrictive covenant.

(b)During the Notice Period, you agree to cooperate with State Street and its Subsidiaries and to provide State Street and its Subsidiaries with any requested information to assist State Street with transitioning your duties, accomplishing State Street’s and its Subsidiaries’ business, and/or preserving its or their client relationships. In its sole discretion, during the Notice Period, State Street may either ask you to continue performing your regular duties or may place you on a partial or complete leave of absence and relieve you of some or all of your duties and responsibilities. In these circumstances, you shall remain an employee of State Street at all times, shall continue to receive your regular salary and benefits (although you will not be eligible for any new incentive compensation awards) and State Street’s corporate and other policies will continue to apply to you.

(c)You agree that should you breach this Paragraph IV and fail to provide notice as required herein, in addition to remedies under law, State Street shall be entitled to seek injunctive relief restricting you from employment for a period equal to the period for which notice of resignation was required but not provided.

(d)In its sole discretion, at any time during the Notice Period, State Street may release you from your obligations under this Paragraph IV, and allow for the immediate termination of your employment, subject to your obligations under Paragraphs I, II and III above.

Any termination of your employment pursuant to this section IV, including by State Street during the Notice Period as provided in paragraph (d), will be a voluntary termination constituting Circumstances of Forfeiture for purposes of this Agreement.

Notwithstanding the foregoing, if you hold the position title of Executive Vice President, this section IV shall not apply in the event you terminate your employment for Good Reason as defined in a change in control employment agreement you entered into with State Street.

(a)“Client” means a present or former customer or client of State Street or any of its Subsidiaries with whom you have had, or with whom persons you have supervised have had, substantive and recurring personal contact during your employment with State Street or any of its Subsidiaries. A former customer or client means a customer or client for which State Street or any of its Subsidiaries stopped providing all services within twelve months prior to the date your employment with State Street ends.

(b)“Confidential Information” includes but is not limited to all trade secrets, trade knowledge, systems, software, code, data documentation, files, formulas, processes, programs, training aids, printed materials, methods, books, records, client files, policies and procedures, client and prospect lists, employee data and other information relating to the operations of State Street and to its customers, and any and all discoveries, inventions or improvements thereof made or conceived by you or others for State Street whether or not patented or copyrighted, as well as cash and securities account transactions and position records of clients, regardless of whether such information is stamped “confidential.”

(c)“State Street” means State Street Bank and Trust Company, together with its parent, State Street Corporation.

(d)“Solicitation of Business” means the attempt through direct or indirect contact by you or by any other person or entity with your assistance to induce a Client to:

(i)transfer the Client’s business from State Street or any of its Subsidiaries to any other person or entity;

(ii)cease or curtail the Client’s business with State Street or any of its Subsidiaries; or

(iii)divert a business opportunity from State Street or any of its Subsidiaries to any other person or entity,

which business or business opportunity concerns or relates to the business with which you were actively connected during your employment with State Street or any of its Subsidiaries.

(e)“Subsidiaries” means any entity controlling, controlled by or under common control with State Street, including direct and indirect subsidiaries.

and to recover their reasonable attorney’s fees and costs incurred in securing such relief, in addition to, and not in lieu of, any other relief or remedy at law to which it or they may be entitled.

Subject to your acceptance of the terms set forth in this agreement (the “Agreement”), State Street Corporation (the “Company”) has awarded you a contingent right to receive the number of shares of Stock (the “Deferred Shares”) (the “Award”) set forth in your Award information on the website maintained by the Equity Administrator (Fidelity or another third party designated by the Company) (the “Statement”) and pursuant to the State Street Corporation 2006 Equity Incentive Plan, as amended (the “Plan”) and the terms set forth below. A copy of the Plan document and the Company’s U.S. Prospectus are located on this website for your reference. The provisions of the Plan are incorporated herein by reference, and all terms used herein shall have the meaning given to them in the Plan, except as otherwise expressly provided herein. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control.

The terms of your Award, are as follows:

To be entitled to any payment under the Award, you must accept your Award and in so doing agree to comply with the terms and conditions of this Agreement and Appendix A (which is incorporated into, and forms a material and integral part of, this Agreement). Failure to accept the Award within 60 days following the posting of this Agreement on the Equity Administrator website will result in forfeiture of the Award. For purposes of clarity the 60 day period shall run from date of delivery of your Statement. Should the end of this period fall on a non-business day this period shall extend until the next succeeding business day. Subject to the terms and conditions of this Agreement, your right to receive shares of Stock shall vest according to the vesting schedule set forth in your Statement. The term “vest” as used herein means the lapsing of certain restrictions described herein and in the Plan with respect to one or more shares of Stock. To vest in all or any portion of this Award as of any date, you must have been continuously employed with the Company or any Subsidiary from and after the date hereof and until (and including) the applicable vesting date, except as otherwise provided herein.

Shares of Stock will be issued and transferred to you, pursuant to the vesting schedule in your Statement, only if and when all requirements of this Agreement have been satisfied. Prior to that time you will have no rights as a shareholder with respect to the Deferred Shares. Without limiting the foregoing, you will have no right to receive dividends or amounts in lieu of dividends with respect to the Deferred Shares and no right to vote the Deferred Shares. The Company’s obligation to issue and transfer Stock in the future pursuant to the Agreement is an unsecured and unfunded contractual obligation.

Upon your becoming vested, the Company will issue and transfer to you, upon but no later than 60 days following such vesting dates, the number of shares of Stock specified.

Notwithstanding anything herein to the contrary, you agree and covenant that, as a condition to the receipt of the Award and the delivery of the Deferred Shares, in the event the Company notifies you at any time before or after the Award is made (but before it has vested) that you have been designated Code Staff for purposes of Capital Requirements Directives III or IV and related guidance, including without limitation the guidance of the United Kingdom Financial Conduct Authority and Prudential Regulatory Authority (UK FCA/PRA), you will not sell or otherwise transfer any shares of Stock subject to this Award until the date that is at least six months and one day after the vesting date of such shares, except that (1) you shall be permitted to sell, upon such vesting date, a number of shares of Stock sufficient to pay applicable tax and social security withholding, if any, required with respect to such vesting (or, alternatively, if your Employer withholds such shares pursuant to Section 8 of the Agreement, the requirements in this section not to sell or otherwise transfer any shares shall only apply to the net number of such shares delivered to you after such withholding

of shares), (2) transfers by will or pursuant to the laws of descent or distribution are permitted and (3) this holding requirement shall not apply to such portion of the shares, if any, as was awarded with respect to a period of time, as determined by the Company in its discretion, during which you were not subject to such holding requirement under Capital Requirements Directive III or IV and related regulations and guidance.  Any attempt by you (or in the case of your death, by your beneficiary) to assign or transfer the shares of Stock, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect.  The Company may, in its sole discretion, impose restrictions on the assignment or transfer of shares of Stock consistent with the provisions hereof, including, without limitation, by or through the transfer agent for such shares or by means of legending Stock certificates or otherwise.

(a)In the event you cease to be employed by the Company and its Subsidiaries due to Circumstances of Forfeiture, you will immediately forfeit any and all rights to receive shares of Stock under this Agreement, less any shares that have previously vested.

(b)If your employment terminates by reason of Retirement, Disability or for reasons other than for Circumstances of Forfeiture, then except as otherwise provided in Section 7, your unvested right to receive shares of Stock shall continue to vest in accordance with the vesting schedule detailed in your Statement and subject to the terms and conditions of this Agreement.

(c)For purposes hereof:

(i)“Circumstances of Forfeiture” means the termination of your employment with the Company and its Subsidiaries either (A) voluntarily (other than (x) Retirement or (y) termination for Good Reason on or prior to the first anniversary of a Change in Control (each as defined in the Plan)) or (B) involuntarily for reasons determined by the Company in its sole and exclusive discretion to constitute “gross misconduct” (including while you are Retirement eligible).

(ii)“Retirement” means your attainment of age 55 and completion of 5 years of service with the Company and its Subsidiaries.

(iii)“Disability” means (A) your inability to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in your death or can be expected to last for a continuous period of not less than 12 months (an “impairment”) or (B) if you, as a result of the impairment described in subparagraph (A), receive income replacement benefits for a period of not less than 3 months under a plan of the Company or a Subsidiary.

5.    Malus-Based Forfeiture.

Any amount remaining to be paid in respect of the Award may, in the sole discretion of the Administrator, be reduced or cancelled, in the event that it is determined by the Administrator that your actions exposed the Business to inappropriate risk or risks (including where you failed to timely identify, analyze, assess or raise concerns about such risk or risks, where it was reasonable to expect you to do so), and such exposure has resulted or could reasonably be expected to result in a material loss or losses that are or would be substantial in relation to the revenues, capital and overall risk tolerance of the Business. The Business shall mean State Street Corporation, on a consolidated basis, or, to the extent you devote substantially all of your business time to a particular business unit (e.g., GSA, GSI, GA, GM or GX) or business division (e.g., AIS, Securities Lending, etc.), Business shall refer to such business unit or business line.

This section 5 is intended to comply with and meet the requirements of applicable banking regulations and regulatory guidance on incentive compensation, including but not limited to that of the Board of Governors of the United States Federal Reserve System and the UK FCA/PRA, and will be interpreted and administered accordingly. In the event that under any of the foregoing banking regulation or regulatory guidance the Administrator is required to reduce or cancel any amount remaining to be paid with respect to any Award, it shall, in its sole discretion, be authorized to do so. For the purposes hereof, in exercising its discretion, the Administrator shall take into account all factors that it deems appropriate or relevant. Furthermore, the Administrator may, in its sole discretion, take any and all actions it deems necessary or appropriate, as permitted by applicable law, to implement the intent of this provision.

6.    Management Committee Clawback..

If you are a member of the State Street Corporation Management Committee at the time the Award is made, any amount to be paid in respect of the Award may, in the sole discretion of the Administrator, be reduced or cancelled, in whole or in part, in the event that it is determined by the Administrator that:

(a)    you engaged in fraud, gross negligence or any misconduct that was materially detrimental to the interests or business reputation of the Company or any of its businesses; or

(b)    as a result of a material financial restatement or miscalculation or inaccuracy in the determination of performance metrics, financial results or other criteria, you would have received a smaller or no Award hereunder.

The Award also is subject to any compensation recovery or similar requirements under applicable law and related implementing regulations and related implementing Company policies in effect from time to time. For the purposes hereof, in exercising its discretion, the Administrator shall take into account all factors that it deems appropriate or relevant. Furthermore, the Administrator may, in its sole discretion, take any and all actions it deems necessary or appropriate, as permitted by applicable law, to implement the intent of this provision.

7.    Acceleration of Award.

(a)If you die while employed by the Company or its Subsidiaries, or in the event that you die after your employment has terminated for a reason permitting continued vesting pursuant to subparagraph 4(b) above, the Award shall become fully vested on the date of your death and the Company will issue and deliver to your beneficiary (designated in accordance with the terms of the Plan) within 60 days of your death any shares under this Award that you had not otherwise had a right to receive prior to your death.

(b)Notwithstanding anything in this Agreement to the contrary, if your employment with the Company or its Subsidiaries is terminated by the Company or applicable Subsidiary without Cause (as defined in the Plan), by you for Good Reason (as defined in the Plan) or on account of your Retirement, in each case, on or prior to the first anniversary of a Change in Control as defined in the Plan (and provided that such Change in Control constitutes a “change in control event” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treasury Regulations 1.409A-3(i)(5)) prior to the full settlement of your Award, the Award shall become fully vested on the date of such termination and the Company will promptly issue and deliver to you within 30 days of such termination any shares under this Award that you had not otherwise had a right to receive prior to such termination. For purposes of this Section 7(b), termination of employment shall mean a “separation from service” as determined in accordance with Treasury Regulation Section 1.409A-1(h).

8.    Withholding.

Regardless of any action the Company or the Subsidiary that employs you (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account of other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and/or your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the Award and the issuance of shares of Stock in settlement, the subsequent sale of any shares of Stock acquired upon vesting and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items.

Prior to the delivery of the Stock upon the vesting of the Award, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Stock otherwise issuable upon the vesting of the Award that have an aggregate fair market value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Award; provided, however, that the total tax withholding cannot exceed the Company’s minimum statutory withholding obligations (based on minimum

statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items (determined in the Company’s reasonable discretion). No fractional shares of Stock will be withheld or issued pursuant to the grant of the Deferred Shares and the issuance of Stock hereunder. Alternatively, the Company and/or your Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your salary or other amounts payable to you, with no withholding in shares of Stock. In the event the withholding requirements are not satisfied through the withholding of shares of Stock or through your salary or other amounts payable to you, no shares of Stock will be issued upon vesting of the Award unless and until satisfactory arrangements (as determined by the Company or Employer) have been made by you with respect to the payment of any Tax-Related Items which the Company and your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. By accepting the grant of this Award, you expressly consent to the withholding of shares of Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Award and any Stock delivered in payment thereof are your sole responsibility.

9.    Changes in Capitalization or Corporate Structure.

The number and kind of Deferred Shares subject to this Award, and the number and kind of shares of Stock to be delivered in satisfaction of the Company’s obligations hereunder, shall be subject to adjustment in accordance with Section 7(b) of the Plan.

10.    Employee Rights.

Nothing in this Award shall be construed to guarantee you any right of employment with the Company or any Subsidiary or to limit the discretion of any of them to terminate your employment at any time, with or without cause.

11.    Non-Transferability, Etc.

This Award shall not be transferable other than by will or the laws of descent and distribution. Any attempt by you (or in the case of your death, by your beneficiary) to assign or transfer the Award, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect and shall render the Award itself null and void.

12.    Compliance with Section 409A of the Code.

(a)    The provisions of this Award are intended to be exempt from, or compliant with, Section 409A of the Code, and shall be construed and interpreted consistently therewith. Notwithstanding the foregoing, the Company shall have no liability to you or to any other person if the Award is not so exempt or compliant.

(b)    If and to the extent (i) any portion of any payment, compensation or other benefit provided to you pursuant to the Plan in connection with your employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations you (through accepting the Award) agrees that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

13.    Entire Agreement.

This Agreement constitutes the complete understanding and agreement between the parties to this Agreement with respect to the Award, and supersedes and cancels any previous oral or written discussions, agreements or representations regarding the Award or the Deferred Shares.

14.    Miscellaneous.

In consideration of the opportunity to participate in the Plan and the granting to you of an Award under the Plan, you expressly agree to comply with the terms and conditions of this Appendix, irrespective of whether or not any amount has been paid, or forfeited, under the Award at the time you separate from service with State Street. In addition, your eligibility to participate in the Plan in the future, including any future grants of awards under the Plan (or any successor equity incentive plan of the Company), is subject to and conditioned on your compliance with the terms and conditions of this Appendix. All terms used herein shall have the meaning given to them in the Plan, except as otherwise expressly provided herein.

I.    Confidentiality. You acknowledge that you have access to Confidential Information which is not generally known or made available to the general public, and that such Confidential Information is the property of State Street, its Subsidiaries and/or its or their licensors, suppliers or customers. You agree specifically as follows, in each case whether during your employment or following the termination thereof:

(a)You will always preserve as confidential all Confidential Information, and will never use it for your own benefit or for the benefit of others; this includes that you will not use the knowledge of activities or positions in clients’ securities portfolio accounts or cash accounts for your own personal gain or for the gain of others.

(b)You will not disclose, divulge, or communicate Confidential Information to any unauthorized person, business or corporation during or after the termination of your employment with State Street. You will use your best efforts and exercise due diligence to protect, to not disclose and to keep as confidential all Confidential Information.

(c)You will not initiate or facilitate any unauthorized attempts to intercept data in transmission or attempt entry into data systems or files. You will not intentionally affect the integrity of any State Street data or systems through the introduction of unauthorized code or data, or through unauthorized deletion or addition. You will abide by all applicable Corporate Information Security procedures.

(d)Upon the earlier of request or termination of employment, you agree to return to State Street, or if so directed by State Street, destroy any and all copies of materials in your possession containing Confidential Information.

The terms of this Appendix do not apply to any information which is previously known to you without an obligation of confidence or without breach of this Appendix, is publicly disclosed (other than by a violation by you of the terms of this Appendix) either prior to or subsequent to your receipt of such information, or is rightfully received by you from a third party without obligation of confidence and other than in relation to your employment with State Street.

II.    Assignment and Disclosure. You acknowledge that in the course of your employment you assigned or will assign all of your rights, title and interest in any work performed by you and all deliverables and products created by you or jointly by you and any other party to State Street, including any track record you may have as investment manager or fund manager. You will not pursue any ownership or other interest in such work product or deliverables including any rights as to copyright, trademark or patent.

(a)    You will disclose promptly and in writing to State Street all inventions and creative works, whether or not patentable or copyrightable, conceived or created solely or jointly by you during the period of your employment which relate to the business of State Street, and you hereby assign and agree to assign all of your interest in them to State Street. You will execute all papers, at State Street’s expense, which State Street shall deem necessary to apply for and obtain domestic and foreign patents, copyright and other registrations, and to protect and enforce State Street's interest in them.

(b)    These obligations shall continue beyond the period of your employment with respect to inventions or creations conceived or made by you during the period of your employment.

III.    Non-Solicitation. If you hold a position title of Vice President, Managing Director or higher, you understand, acknowledge and agree that during your employment and for a period of six (6) months from the date of termination of your employment you will not, without the prior written consent of State Street or the legal entity with whom you are employed:

(a)    solicit, directly or indirectly (other than through a general solicitation of employment not specifically directed to employees of State Street or its Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment of, or otherwise induce the termination of the employment of, any person who then or within the preceding twelve (12) months was an officer of State Street or any of its Subsidiaries (excluding any such officer whose employment was involuntarily terminated); or

(b)    engage in the Solicitation of Business from any Client on behalf of any person or entity other than State Street or its Subsidiaries.

Section (a) above shall be deemed to exclude the words “hire or employ” if your work location is in California or New York, and shall be construed and administered accordingly.

For purposes of this Section III, “officer” shall include any person holding a position title of Assistant Vice President or SSgA Principal 4 or higher. Notwithstanding the foregoing, this section III shall be inapplicable following a Change in Control as defined in the Plan.

IV.    Notice Period Upon Resignation. If you hold a position title of Senior Vice President, Senior Managing Director or higher, you agree to the notice provisions in this section IV. In order to permit State Street to safeguard its business interests and goodwill in the event of your resignation from employment, including by arranging to transition your duties and any client responsibilities or relationships in an orderly manner or, if necessary, to hire a replacement for you, you agree as follows:

(a)    You agree to give State Street 60 days notice (the “Notice Period”) before terminating your employment with State Street or any of its Subsidiaries for any reason. Your compliance during the Notice Period with (i) Section III of this Appendix, (ii) a post-employment non-solicitation or non-competition provision contained in any other agreement you entered into with State Street or its Subsidiaries or (iii) any other post-employment non-solicitation or non-competition covenant otherwise imposed as a condition precedent to the receipt of compensation or benefits under other awards, plans or arrangements of State Street and its Subsidiaries, in each case will be applied towards satisfaction of the restriction period in Section III or in such other agreement or restrictive covenant.

(b)    During the Notice Period, you agree to cooperate with State Street and its Subsidiaries and to provide State Street and its Subsidiaries with any requested information to assist State Street with transitioning your duties, accomplishing State Street’s and its Subsidiaries’ business, and/or preserving its or their client relationships. In its sole discretion, during the Notice Period, State Street may either ask you to continue performing your regular duties or may place you on a partial or complete leave of absence and relieve you of some or all of your duties and responsibilities. In these circumstances, you shall remain an employee of State Street at all times, shall continue to receive your regular salary and benefits (although you will not be eligible for any new incentive compensation awards) and State Street’s corporate and other policies will continue to apply to you.

(c)    You agree that should you breach this Paragraph IV and fail to provide notice as required herein, in addition to remedies under law, State Street shall be entitled to seek injunctive relief restricting you from employment for a period equal to the period for which notice of resignation was required but not provided.

(d)    In its sole discretion, at any time during the Notice Period, State Street may release you from your obligations under this Paragraph IV, and allow for the immediate termination of your employment, subject to your obligations under Paragraphs I, II and III above.

Any termination of your employment pursuant to this section IV, including by State Street during the Notice Period as provided in paragraph (d), will be a voluntary termination constituting Circumstances of Forfeiture for purposes of this Agreement.

Notwithstanding the foregoing, if you hold the position title of Executive Vice President, this section IV shall

not apply in the event you terminate your employment for good reason as defined in a change in control employment agreement you entered into with State Street.

V.    Definitions. For the purpose of this Appendix, the following terms are defined as follows:

(a)    “Client” means a present or former customer or client of State Street or any of its Subsidiaries with whom you have had, or with whom persons you have supervised have had, substantive and recurring personal contact during your employment with State Street or any of its Subsidiaries. A former customer or client means a customer or client for which State Street or any of its Subsidiaries stopped providing all services within twelve months prior to the date your employment with State Street ends.

(b)    “Confidential Information” includes but is not limited to all trade secrets, trade knowledge, systems, software, code, data documentation, files, formulas, processes, programs, training aids, printed materials, methods, books, records, client files, policies and procedures, client and prospect lists, employee data and other information relating to the operations of State Street and to its customers, and any and all discoveries, inventions or improvements thereof made or conceived by you or others for State Street whether or not patented or copyrighted, as well as cash and securities account transactions and position records of clients, regardless of whether such information is stamped “confidential.”

(c)    “State Street” means State Street Bank and Trust Company, together with its parent, State Street Corporation.

(d)    “Solicitation of Business” means the attempt through direct or indirect contact by you or by any other person or entity with your assistance to induce a Client to:

(i)transfer the Client’s business from State Street or any of its Subsidiaries to any other person or entity;

(ii)cease or curtail the Client’s business with State Street or any of its Subsidiaries; or

(iii)divert a business opportunity from State Street or any of its Subsidiaries to any other person or entity,

which business or business opportunity concerns or relates to the business with which you were actively connected during your employment with State Street or any of its Subsidiaries.

(e)“Subsidiaries” means any entity controlling, controlled by or under common control with State Street, including direct and indirect subsidiaries.

VI.    Post-Employment Cooperation. You agree that, following the termination of your employment with State Street and its Subsidiaries, you will reasonably cooperate with State Street with respect to any matters arising during or related to your employment, including but not limited to reasonable cooperation in connection with any litigation, governmental investigation, or regulatory or other proceeding which may have arisen or which may arise following the execution of this Appendix. State Street shall reimburse you for any reasonable out-of-pocket and properly documented expenses you incur in connection with such cooperation.

VII.    Non-Disparagement. You agree that during your employment and following the termination thereof you shall not make any false, disparaging, or derogatory statements to any media outlet (including, but not limited to, Internet-based chat rooms, message boards, any and all social media, and/or web pages), industry groups, financial institutions, or to any current, former or prospective employees, consultants, clients, or customers of State Street or its Subsidiaries regarding State Street, its Subsidiaries or any of their respective directors, officers, employees, agents, or representatives, or about the business affairs and financial condition of State Street or its Subsidiaries.

VII.    Enforcement. You acknowledge and agree that the provisions contained in this Appendix are necessary to the protection of State Street’s proprietary information, trade secrets and good will, and are material and integral to the undertakings of the Company under the Award. You further agree that State Street and its Subsidiaries will be irreparably harmed in the event such provisions are not performed in accordance with their specific terms or are otherwise breached. Accordingly, if you fail to comply with such provisions, State Street or any of its Subsidiaries shall be entitled to preliminary or permanent injunctive or other equitable relief or remedy without the need to post bond, and to recover their reasonable attorney’s fees and costs incurred in securing such relief, in addition to, and not in lieu of, any other relief or remedy

at law to which it or they may be entitled.

IX.    No Waiver. No delay or waiver by State Street in exercising any right under this Appendix A shall operate as a waiver of that right or of any other right. Any waiver or consent as to any of the provisions herein provided by State Street must be in writing, is effective only in that instance, and may not be construed as a broader waiver of rights or as a bar to enforcement of the provision(s) at issue on any other occasion.

X.    Relationship to Other Agreements with State Street. This Appendix supplements and does not limit, amend or replace any other obligations you may have under applicable law or any other agreement or understanding you may have with State Street or its Subsidiaries or pursuant to the applicable policies of State Street or its Subsidiaries, whether such additional obligations have been agreed to in the past, or are agreed to in the future.

XI.    Interpretation of Business Protections. The representations and agreements made by you in paragraphs (I) - (VIII) above shall be construed and interpreted in any judicial or other adjudicatory proceeding to permit their enforcement to the maximum extent permitted by law, and each of the provisions to this Appendix is severable and independently enforceable without reference to the enforcement of any other provision. If any restriction set forth in this Appendix is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

XII.    Assignment. Except as provided otherwise herein, this Appendix shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any person or entity which acquires the Company or its assets or business; provided, however, that your obligations are personal and may not be assigned by you.

XIII.    Governing Law. This Appendix shall be subject to and governed by the laws of the state in which the business for which you work is located, without regard to that state’s conflicts of law principles.

XIV.    Electronic Acceptance. By accepting this Award electronically, you will be deemed to have acknowledged and agreed that you are bound by the terms of this Appendix, and it shall be deemed to have been accepted by the Company.

Subject to your acceptance of the terms set forth in this agreement (the “Agreement”), State Street Corporation (the “Company”) has awarded you a vested right to receive the number of shares of Stock (the “Shares”) (the “Award”) set forth in your Award information on the website maintained by the Equity Administrator (Fidelity or another third party designated by the Company) (the “Statement”) and pursuant to the State Street Corporation 2006 Equity Incentive Plan, as amended and restated (the “Plan”) and the terms set forth below. A copy of the Plan document and the Company’s U.S. Prospectus are located on this website for your reference. The provisions of the Plan are incorporated herein by reference, and all terms used herein shall have the meaning given to them in the Plan, except as otherwise expressly provided herein. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. For purposes of this Agreement, “Employer” shall mean the company that legally employs you.

The terms of your Award, are as follows:

To be entitled to any payment under the Award, you must accept your Award and in so doing agree to comply with the terms and conditions of this Agreement and the applicable provisions of the attached Countries Addendum (which is incorporated into, and forms a material and integral part of, this Agreement). Failure to accept the Award within 60 days following the posting of this Agreement on the Equity Administrator website will result in forfeiture of the Award. For purposes of clarity the 60 day period shall run from date of delivery of your Statement. Should the end of this period fall on a non-business day this period shall extend until the next succeeding business day. Except as provided otherwise in this Agreement, your right to receive shares of Stock is vested and not subject to forfeiture.

2.    Payment of Stock; Shareholder Rights.

Shares will be issued and transferred to you within 60 days following the date of grant of the Award, so long as you accept the Award as provided in Paragraph 1. Prior to that time you will have no rights as a shareholder with respect to the Shares. The Company’s obligation to issue and transfer Stock in the future pursuant to the Agreement is an unsecured and unfunded contractual obligation.

3    Holding Requirement.

Notwithstanding anything herein to the contrary, you acknowledge that, as a condition to the receipt of the Award and the delivery of the Shares, you agree and covenant to not sell or otherwise transfer any shares of Stock subject to this Award until the date that is at least six months and one day after the date of grant of the Award, except that (1) you shall be permitted to sell, upon such date, a number of shares of Stock sufficient to pay all applicable income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, primary and secondary Class 1 National Insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), if any, required with respect to such grant (or, alternatively, if your Employer is required by applicable law to withhold Tax-Related Items in relation to such Shares, you hereby authorise your Employer to sell such number of shares of Stock to a third party to fund such tax and social security withholding requirements and the requirements in this section not to sell or otherwise transfer any Shares shall only apply to the net number of such Shares delivered to you after or in anticipation of such sale), (2) transfers by will or pursuant to the laws of descent or distribution are permitted and (3) this holding requirement shall not apply to such portion of the Shares, if any, as was awarded with respect to a period of time, as determined by the Company in its discretion, during which you were not subject to such holding requirement under the regulations and guidance of the United Kingdom

Financial Conduct Authority and Prudential Regulatory Authority (UK FCA/PRA) or other applicable regulatory authority.  Any attempt by you (or in the case of your death, by your beneficiary) to assign or transfer the Shares, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect.  The Company may, in its sole discretion, impose restrictions on the assignment or transfer of Shares consistent with the provisions hereof, including, without limitation, by or through the transfer agent for such shares or by means of legending Stock certificates or otherwise.

4.    Malus-Based Forfeiture.

Until the expiration of the six-month holding requirement set forth in Section 3, the number of vested Shares may be reduced, or the entire Award cancelled and forfeited, in the sole discretion of the Administrator, in the event that it is determined by the Administrator that your actions exposed the Business to inappropriate risk or risks (including where you failed to timely identify, analyze, assess or raise concerns about such risk or risks, where it was reasonable to expect you to do so), and such exposure has resulted or could reasonably be expected to result in a material loss or losses that are or would be substantial in relation to the revenues, capital and overall risk tolerance of the Business. The Business shall mean State Street Corporation, on a consolidated basis, or, to the extent you devote substantially all of your business time to a particular business unit (e.g., GSA, GSI, GA, GM or GX) or business division (e.g., AIS, Securities Lending, etc.), Business shall refer to such business unit or business line.

This section 4 is intended to comply with and meet the requirements of applicable banking regulations and regulatory guidance on incentive compensation, including but not limited to that of the Board of Governors of the United States Federal Reserve System and the UK FCA/PRA, and will be interpreted and administered accordingly. In the event that under any of the foregoing banking regulation or regulatory guidance the Administrator is required to reduce or cancel any amount remaining to be paid with respect to any Award, it shall, in its sole discretion, be authorized to do so. For the purposes hereof, in exercising its discretion, the Administrator shall take into account all factors that it deems appropriate or relevant. Furthermore, the Administrator may, in its sole discretion, take any and all actions it deems necessary or appropriate, as permitted by applicable law, to implement the intent of this provision.

5.    Management Committee Clawback.

If you are a member of the State Street Corporation Management Committee at the time the Award is made, any amount to be paid in respect of the Award may, in the sole discretion of the Administrator, be reduced or cancelled, in whole or in part, in the event that it is determined by the Administrator that:

(a)    you engaged in fraud, gross negligence or any misconduct that was materially detrimental to the interests or business reputation of the Company or any of its businesses; or

(b)    as a result of a material financial restatement or miscalculation or inaccuracy in the determination of performance metrics, financial results or other criteria, you would have received a smaller or no Award hereunder.

The Award also is subject to any compensation recovery or similar requirements under applicable law and related implementing regulations and related implementing Company policies in effect from time to time. For the purposes hereof, in exercising its discretion, the Administrator shall take into account all factors that it deems appropriate or relevant. Furthermore, the Administrator may, in its sole discretion, take any and all actions it deems necessary or appropriate, as permitted by applicable law, to implement the intent of this provision.

6.    Withholding.

Regardless of any action the Company or your Employer takes with respect to Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, and the issuance of shares of Stock in settlement of the Award, the subsequent sale of any shares of Stock and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related

Items.

As a condition of the issuance of Stock, the Company and/or your Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or your Employer to satisfy, all obligations of the Company and/or your Employer to account to HM Revenue & Customs ("HMRC") or other taxing authority for any Tax-Related Items. In this regard, you authorize the Company and/or your Employer to withhold a sufficient number of whole shares of Stock otherwise issuable that have an aggregate fair market value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Award. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items (determined in the Company’s reasonable discretion). No fractional shares of Stock will be withheld or issued pursuant to the grant of the Shares and the issuance of Stock hereunder. Alternatively, the Company and/or your Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your salary, wages or other amounts payable to you, with no withholding in shares of Stock. In the event the withholding requirements are not satisfied through the withholding of shares of Stock or through the withholding of amounts from your salary, wages or other amounts payable to you, no shares of Stock will be issued unless and until satisfactory arrangements (as determined by the Company or Employer) have been made by you with respect to the payment of any Tax-Related Items which the Company and your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award.

If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to another country, you acknowledge that the Company and/or your Employer may be required to withhold or account for Tax-Related Items in more than one country.

To the extent Tax-Related Items are payable in the United Kingdom, you shall pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event or such other period as required under U.K. law (the "Due Date"), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to your Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or your Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Stock acquired under the Plan.

By accepting the grant of this Award, you expressly consent to the withholding of shares of Stock and/or cash as provided for hereunder. All other Tax-Related Items related to the Award and any Stock delivered in payment thereof are your sole responsibility.

7.    Changes in Capitalization or Corporate Structure.

The number and kind of Shares subject to this Award, and the number and kind of shares of Stock to be delivered in satisfaction of the Company’s obligations hereunder, shall be subject to adjustment in accordance with Section 7(b) of the Plan.

8.    Employee Rights.

Nothing in this Award shall be construed to guarantee you any right of employment with the Company or your Employer or to limit the discretion of any of them to terminate your employment at any time, with or without cause (as otherwise may be permitted under local law).

9.    Non-Transferability, Etc.

This Award shall not be transferable other than by will or the laws of descent and distribution. Any attempt

by you (or in the case of your death, by your beneficiary) to assign or transfer the Award, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect and shall render the Award itself null and void.

10.    Compliance with Section 409A of the Code.

(a)The provisions of this Award are intended to be exempt from, or compliant with, Section 409A of the Code, and shall be construed and interpreted consistently therewith. Notwithstanding the foregoing, the Company shall have no liability to you or to any other person if the Award is not so exempt or compliant.

(b)If and to the extent (i) any portion of any payment, compensation or other benefit provided to you pursuant to the Plan in connection with your employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations you (through accepting the Award) agrees that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

11.    Miscellaneous.

(a)    By accepting the Award, you acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Award is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future. Future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an award, the number of shares of Stock subject to an award, and the vesting provisions.

(b)    Your participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation and is outside the scope of your employment contract, if any, and the Award is not part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

(c)The Company may, in its sole discretion, decide to deliver any documents related to the Award by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company, the Equity Administrator or another third party designated by the Company.

(d)By accepting this Award electronically, you will be deemed to have acknowledged and agreed that you are bound by the terms of this Agreement and the Plan, and it shall be deemed to have been accepted by the Company.

(e)You acknowledge and agree that it is your express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If you have received the Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

(f)The Company reserves the right to impose other requirements on the Award, any shares of Stock acquired pursuant to the Award, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

(g)The grant of the Award is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Award is not subject to the supervision of the local securities authorities.

(h)You acknowledge and agree that you will have no entitlement to compensation or damages in consequence of the termination of your employment for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Award as a result of such termination, or from the loss or diminution in value of the Award. Upon the grant of your Award, you shall be deemed irrevocably to have waived any such entitlement.

(i)No individual acting as a director, officer, employee or agent of the Company or any of its Subsidiaries will be liable to you or any other person for any action, including any Award forfeiture or discretionary action taken pursuant to this Agreement or any related implementing policy or procedure of the Company.

(a)    Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as are set forth in the Countries Addendum. Further, if you transfer residence and/or employment to another country reflected in the Addendum to this Agreement, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms are necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).

(a)Pursuant to applicable personal data protection laws, the Company and your Employer hereby notify you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and your participation in the Plan. The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan and your participation in the Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your participation in the Plan. As such, you voluntarily acknowledge and consent (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this paragraph.

(b)The Company and your Employer hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all options or any other entitlement to shares of Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by you or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan.

(c)The Company and your Employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the

Company and your Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. You hereby authorize (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of Stock acquired pursuant to the Plan.

(d)You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan. You may seek to exercise these rights by contacting your local Human Resources Department.