State Street Corporation Management Supplemental Retirement Plan Second Amendment and Restatement, Effective January 1, 2008 STATE STREET CORPORATION MANAGEMENT SUPPLEMENTAL RETIREMENT PLAN Second Amendment and Restatement, Effective January 1, 2008

    

in determining benefits (including, without limitation, the provisions of Section 401(a)(17) of the Code);

In the event that a Participant's coverage under this Plan is terminated or interrupted before the occurrence of any event described in the preceding paragraph, but such Participant nevertheless continues in the employment of the Company until the occurrence of such an event, the amount of his or her benefit shall be adjusted by the Committee in a reasonable and consistent manner to reflect such termination or interruption.

becomes Disabled, and the remaining installments being paid on the first and second anniversaries of the first payment date, provided, that if either the first or the second anniversary of the first payment date is not a Business Day, payment shall be made on the immediately following Business Day; and

pledge, encumbrance, or charge, and any attempt to do so shall be void. Neither the Participant, nor a Spouse, nor any Beneficiary shall be entitled to have such payments commuted or made otherwise than in accordance with the provisions of the Plan.

Executed this 30th day of December, 2008.

STATE STREET CORPORATION

By /s/ Alison A. Quirk_____

Executive Vice President

These Claims Procedures for filing and reviewing claims have been established and adopted for the State Street Corporation Management Supplemental Savings Plan, and the State Street Corporation Management Supplemental Retirement Plan (each, a “Plan,” and together, the “Plans”) and are intended to comply with Section 503 of ERISA and related Department of Labor regulations. These amended and restated Claims Procedures are effective for claims made under the Plans on or after January 1, 2008.

A request described above and filed in accordance with these Procedures is a claim, and the person on whose behalf the claim is filed is a claimant. A claim must relate to a benefit which the claimant asserts he or she is already entitled to receive or will become entitled to receive within one year following the date the claim is filed.

3.Filing of Claims.

GHR U.S. Benefits Planning

State Street Corporation

c/o Vice President, GHR-U.S. Benefits Planning

2 Avenue de Lafayette, LCC 1E

Boston, MA 02111-1724

A claim must clearly state the specific outcome being sought by the claimant.

4.Processing of Claims. A claim normally shall be processed and determined by the Plan Administrator within a reasonable time (not longer than 90 days) following actual receipt of the claim. However, if the Plan Administrator determines that additional time is needed to process the claim and so notifies the claimant in writing within the initial 90-day period, the Plan Administrator may extend the determination period for up to an additional 90 days. In addition, where the Plan Administrator determines that the extension of time is required due to the failure of the claimant to submit information necessary in order to determine the claim, the period of time in which the claim is required to be considered pursuant to this Paragraph 4 shall be tolled from the date on which notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. Any notice to a claimant extending the period for considering a claim shall indicate the circumstances requiring the extension and the date by which the Plan Administrator expects to render a determination with respect to the claim. The Plan Administrator shall not process or adjudicate any claim relating specifically to his or her own benefits under a Plan.

5.Determination of Claim. The Plan Administrator shall inform the claimant in writing of the decision regarding the claim by registered or certified mail posted within the time period described in Paragraph 4. The decision shall be based on governing Plan documents. If there is an adverse determination with respect to all or part of the claim, the written notice shall include:

For purposes of these Procedures, an adverse determination shall mean determination of a claim resulting in a denial, reduction, or termination of a benefit under a Plan, or the failure to provide or make payment (in whole or in part) of a benefit or any form of benefit under a Plan. Adverse determinations shall include denials, reductions, etc. based on the claimant's lack of eligibility to participate in the relevant Plan. All decisions made by the Plan Administrator under these Procedures shall be summarized in a

report to be maintained in the files of the Plan Administrator. The report shall include reference to the applicable governing Plan provision(s) and, where applicable, reference to prior determinations of claims involving similarly situated claimants.

6.Appeal of Claim Denials - Appeals Committee. A claimant who has received an adverse determination of all or part of a claim shall have 60 days from the date of such receipt to contest the denial by filing an appeal. An appeal must be in writing and delivered to the Plan Administrator. An appeal will be considered timely only if actually received by the Plan Administrator within the 60-day period or, if sent by mail, postmarked within the 60-day period. The timely review will be completed by the Plan Administrator and should be sent to:

Benefit Plans Committee

State Street Corporation

c/o Vice President, GHR-U.S. Benefits Planning

2 Avenue de Lafayette, LCC 1E

Boston, MA 02111-1724

The Appeals Committee shall meet at such times and places as it considers appropriate, shall keep a record of such meetings and shall periodically report its deliberations to the Plan Administrator. Such reports shall include the basis upon which the appeal was determined and, where applicable, reference to prior determinations of claims involving similarly situated claimants. The vote of a majority of the members of the Appeals Committee shall decide any question brought before the Appeals Committee.

7.Consideration of Appeals. The Appeals Committee shall make an independent decision as to the claim based on a full and fair review of the record. The Appeals Committee shall take into account in its deliberations all comments, documents, records and other information submitted by the claimant, whether submitted in connection with the appeal or in connection with the original claim, and may, but need not, hold a hearing in connection with its consideration of the appeal. The Appeals Committee shall consider an appeal within a reasonable period of time, but not later than 60 days after receipt of the appeal, unless the Appeals Committee determines that special circumstances (such as the need to hold a hearing) require an extension of time. If the Appeals Committee determines that an extension of time is required, it will cause written notice of the extension, including a description of the circumstances requiring an extension and the date by which the Appeals Committee expects to render the determination on review, to be furnished to the claimant before the end of the initial 60-day period. In no event shall an extension exceed a period of 60 days from the end of the initial period; provided, that in the case of any extension of time required by the failure of the claimant to submit information necessary for the Appeals Committee to consider the appeal, the period of time in which the appeal is required to be considered under this Paragraph 7 shall be tolled from the date on which notification of the extension is sent to the claimant until the date on which the claimant responds to the Appeals Committee's request for additional information.

8.Resolution of Appeal. Notice of the Appeals Committee's determination with respect to an appeal shall be communicated to the claimant in writing by registered or certified mail posted within the time period described in Paragraph 7. If the determination is adverse, such notice shall include:

9.Certain Information. In connection with the determination of a claim or appeal, a claimant may submit written comments, documents, records and other information relating to the claim and may request (in writing) copies of any documents, records and other information relevant to the claim. An item shall be deemed relevant to a claim if it:

The Plan Administrator shall furnish free of charge copies of all relevant documents, records and other information so requested; provided, that nothing in these Procedures shall obligate State Street Corporation ("State Street"), the Plan Administrator, or any person or committee to disclose any document, record or information that is subject to a privilege (including, without limitation, the attorney-client privilege) or the disclosure of which would, in the Plan Administrator's judgment, violate any law or regulation.

11.Special Rules Regarding Disability. Certain benefits under the Plans are contingent upon an individual's incurring a disability. Where a claim requires a determination by State Street as to whether an individual is “disabled” as defined under the Plan, the additional rules set forth in Schedule 1 to these Procedures shall apply to the claim. However, where disabled status is based upon actual entitlement to benefits under a separate plan in which the individual participates or is otherwise covered, the determination of such status for purposes of each Plan shall be made under such separate disability plan, and any claims or disputes as to disabled status under such plan or program shall be resolved in accordance with the procedures established for that purpose under the separate plan or program.

12.Authorized Representation. A claimant may authorize an individual to represent him/her with respect to a claim or appeal made under these Procedures. Any such authorization shall be in writing, shall clearly identify the name and address of the individual, and shall be delivered to the Plan Administrator at the address listed in Paragraph 3. On receipt of a letter of authorization, all parties authorized to act under these Procedures shall be entitled to rely on such authorization, until similarly

revoked by the claimant. While an authorization is in effect, all notices and communications to be provided to the claimant under these Procedures shall also be provided to his/her authorized representative.

13.Form of Communications. Unless otherwise specified above, any claim, appeal, notice, determination, request, or other communication made under these Procedures shall be in writing, with original signed copy delivered by hand or first class mail (including registered or certified mail). A copy or advance delivery of any such claim, appeal, notice, determination, request, or other communication may be made by electronic mail or facsimile. Any such electronic or facsimile communication, however, shall be for the convenience of the parties only and not in substitution of a writing required to be mailed or delivered under these Procedures, and receipt or delivery of any such claim, appeal, notice, determination, request, or other written communication shall not be considered to have been made until the actual posting or receipt of original signed copy, as the case may be.

14.Reliance on Outside Counsel, Consultants, etc. The Plan Administrator and the Appeals Committee may rely on or take into account advice or information provided by such legal, accounting, actuarial, consulting or other professionals as may be selected in determining a claim or appeal, including those individuals and firms that may render advice to State Street or the Plans from time to time.

15.Amendment of Procedures - Interpretation. These Procedures may be modified at any time and from time to time by written action of the Plan Administrator and shall be deemed automatically modified to incorporate any requirement attributable to a change in the applicable Department of Labor regulations after the date hereof. The Plan Administrator shall have complete discretion to interpret and apply these Procedures, including, for purposes of applying these Procedures, such regulations. Further, nothing in these Procedures shall be construed to limit the discretion of the Plan Administrator or its designee to interpret the Plans or, subject to the right of appeal of an adverse determination, the finality of the decision of the Plan Administrator or its designee, all as set forth in the Plans.

Pursuant to Paragraph 11 in the Claims Procedures, the following special rules supplement the Claims Procedures and apply only in the case of a claim (“Disability Claim”) which requires a determination by State Street as to whether an individual is “disabled” as defined under the Plan.

Time to Process Claims. The Plan Administrator will process and inform the claimant of the determination of the Disability Claim in accordance with Paragraphs 4 and 5 of the Claims Procedures, except that a period of 45 days shall apply instead of the initial 90 days in which to process and determine the Disability Claim. This period may be extended initially by the Plan Administrator for 30 days if the claimant is notified before the end of the original 45-day period that the extension is necessary due to matters beyond the control of the Plan Administrator. This 30-day extension period may be extended by the Plan Administrator for an additional 30 days if the claimant is notified before the end of the first 30-day extension that the extension is necessary due to circumstances beyond the control of the Plan Administrator. Any notice of an extension will explain the reason for the extension, when the Plan Administrator expects to rule on the Disability Claim, the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the Disability Claim, and any additional information needed to resolve those issues. If the claimant is informed that he/she needs to provide additional information necessary to resolve Disability Claim issues, the claimant will have 45 days from the date he/she receives the extension notice to provide the additional information.

Determination of Claim and Notice of Determination. If disabled status is based on eligibility for benefits under a long-term disability plan maintained by State Street, the Plan Administrator will determine which long-term disability plan is the applicable plan for the claimant, and whether the claimant would be certified as disabled under such long-term disability plan by applying the standards and definitions used in the long-term disability plan. The Plan Administrator may require and rely on the written report or certification from a licensed physician selected or approved by the Plan Administrator. In addition to the requirements of Paragraph 5 in the Claims Procedures, any written notice of an adverse determination of a Disability Claim will include a copy of any internal rules, guidelines, protocols, or other similar criteria that were relied on in the decision-making, or a statement that the determination was based on the applicable items mentioned above, and that copies of the applicable items will be provided, free of charge, on the claimant's request. In addition, if the adverse determination is based on a medical necessity, experimental treatment or similar exclusion or limit, the notice will contain an explanation of the scientific or clinical judgment used in the determination, applying the terms of the relevant long-term disability plan to the claimant's medical circumstances, or a statement that such explanation will be provided, free of charge, upon the claimant's request.

Appeal of a Claim Denial. Notwithstanding Paragraph 6 of the Claims Procedures, a claimant who has received an adverse determination of all or part of a Disability Claim shall have 180 days from the date of receipt to appeal the denial (“Disability Appeal”). Notwithstanding Paragraph 7 of the Claims Procedures, review of a Disability Appeal will be conducted by the Appeals Committee without deference to the initial adverse benefit determination by the Plan Administrator, and no member of the Appeals Committee will participate in the review of a Disability Claim if such member made the adverse benefit determination that is the subject of the Disability Appeal or is the subordinate of the person who made such determinations.

If the adverse determination was based in whole or in part on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental,

investigational, or not medically necessary or appropriate, the Appeals Committee shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the initial claim denial (and who is not the subordinate of any such person). Any medical or vocational experts whose advice was obtained will be identified, without regard to whether the advice was relied upon in making the benefit determination. Notwithstanding Paragraphs 7 and 8 of the Claims Procedures, the Appeals Committee shall consider and communicate its determination with respect to a Disability Appeal within a reasonable time, but not later than 45 days after receipt of the Disability Appeal, unless special circumstances require an extension for processing, in which case a decision will be made within a 45-day extension period.

Resolution of Appeal. In addition to the information required by Paragraph 8 of the Claims Procedures, any written notice by the Appeals Committee of an adverse determination on a Disability Appeal will include a description of any specific internal rules, guidelines, protocols, or other similar criteria that were relied on in making the decision, or a statement that the decision was based on the applicable items mentioned above, and copies of the applicable items will be provided, free of charge, upon the claimant's request. In addition, if the adverse determination of the Disability Appeal is based on a medical necessity, experimental treatment or similar exclusion or limit, the notice will contain an explanation of the scientific or clinical judgment used in the determination, applying the terms of the relevant long-term disability plan to the claimant's medical circumstances, or a statement that such explanation will be provided, free of charge, at the claimant's request.

Pursuant to the provisions of Section 9 of the State Street Corporation Management Supplemental Retirement Plan, Second Amendment and Restatement Effective January 1, 2008 (“the Plan”), State Street Corporation as plan sponsor hereby amends the Plan as follows:

“(b) Authorized Person means the Authorized Person appointed pursuant to Section 7(b).”

“(c) Beneficiary means the beneficiary designated to receive a death benefit by the Participant in writing in a form and manner satisfactory to the Plan Administrator. If no Beneficiary is so designated, any death benefits shall be paid at the Plan Administrator's direction in the following order of priority: spouse, domestic partner, children, parents, siblings, estate.”

“(k) Plan Administrator means the Plan Administrator appointed pursuant to Section 7(a).”

“(b) Except as provided in the following sentence, a Participant who has a Separation from Service on or after January 1, 2008, shall be paid his or her Supplemental Plan Benefit in a single lump sum on the first Business Day of the month following the date that is six months after the date of the Participant's Separation from Service, or as soon as administratively feasible thereafter in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended.”

“(d) Notwithstanding paragraphs (b) and (c) above, a Participant who is entitled to payment under the Executive Plan and whose Supplemental Plan Benefit has not been paid or commenced prior to January 1, 2008 shall be paid his or her Supplemental Plan Benefit in three equal installments on (i) the first Business Day of the month following the date that is six months after the date of the Participant's Separation from Service, (ii) the first Business Day of the month coinciding with or following the first anniversary of the date of the Participant's Separation from Service, and (iii) the first Business Day of the month coinciding with or following the second anniversary of the date of the Participant's Separation from Service, or, in each case, as soon as administratively feasible thereafter in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended.”

“7. Administration.

(a) Plan Administrator. The Plan Administrator shall be the Committee. The Plan Administrator shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. The Plan Administrator shall establish such rules and

procedures, maintain such records and prepare such reports as it considers to be necessary or appropriate to carry out the purposes of the Plan.

(b) Authorized Person. Except as the Committee may otherwise determine, the Authorized Person shall be the Executive Vice President-Global Human Resources, as from time to time in office, and his or her delegates. The Authorized Person shall have the power and responsibility to (i) undertake routine administrative tasks, (ii) make amendments to the Plan (in general or with respect to one or more individual Participants or Beneficiaries) that are administrative in nature and that do not materially increase the financial obligations of the Employer and iii) add, remove or change investment options (including with respect to balances already notionally invested) under the Plan. References to “Plan Administrator” in paragraphs (c), (d) and (e) below shall be deemed to include the Authorized Person acting within the scope of his or her responsibilities as described in the immediately preceding sentence.

(c) Notwithstanding any other provision in this Section, no individual acting, directly or by delegation (including, for the avoidance of doubt, the Authorized Person), as the Administrator may determine his or her own rights or entitlements under the Plan.

(d) Outside Services. The Plan Administrator may engage counsel and such clerical, financial, investment, accounting, and other specialized services as the Plan Administrator may deem necessary or appropriate in the administration of the Plan. The Plan Administrator shall be entitled to rely upon any opinions, reports, or other advice furnished by counsel or other specialists engaged for that purpose and, in so relying, shall be fully protected in any action, determination, or omission made in good faith.

(e) Decisions Binding. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and any rules or guidelines made in connection with the Plan shall be final, binding and conclusive upon all persons and entities having or claiming any interest in the Plan.

(f) Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the Plan Administrator and its individual members against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan.

IN WITNESS WHEREOF, State Street Corporation has caused this instrument to be executed by its duly authorized officer this 20^th day of November, 2012.