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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2020
______________________
State Street Corporation
(Exact name of registrant as specified in its charter)
____________________
Massachusetts
 
001-07511
 
04-2456637
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
 
One Lincoln Street
 
Boston
Massachusetts
02111
 
(Address of principal executive offices, and Zip Code)
 
Registrant’s telephone number, including area code:
(617)
786-3000
________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $1 par value per share
 
STT
 
New York Stock Exchange
 
 
 
 
 
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRD
 
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share
 
 
 
 
 
 
 
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRG
 
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share
 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
 





Item 1.01.    Entry into a Material Definitive Agreement.
Fixed-to-Floating Rate Senior Notes Offering
On March 30, 2020, State Street Corporation (“State Street”) completed its previously announced private offering of $750,000,000 aggregate principal amount of 2.825% Fixed-to-Floating Rate Senior Notes due 2023 (the “2023 Notes”), $500,000,000 aggregate principal amount of 2.901% Fixed-to-Floating Rate Senior Notes due 2026 (the “2026 Notes”) and $500,000,000 aggregate principal amount of 3.152% Fixed-to-Floating Rate Senior Notes due 2031 (the “2031 Notes”) and, together with the 2023 Notes and the 2026 Notes, the “Notes”). The Notes were sold under a purchase agreement, dated as of March 26, 2020, entered into by and among State Street and each of Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), for resale to in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act.
State Street expects to receive net proceeds from the offering of the Notes of approximately $1.74 billion after deducting estimated expenses and the Initial Purchasers’ discounts.
On March 30, 2020, State Street entered into a supplemental indenture with respect to the Notes with U.S. Bank National Association, as trustee (the “Second Supplemental Indenture”). The Notes are unsecured obligations of State Street and will rank equally with all other existing and future senior unsecured indebtedness of State Street. Additionally, the Notes are structurally subordinated to the indebtedness and other liabilities of State Street’s subsidiaries.
2023 Notes. The 2023 Notes will mature on March 30, 2023. Interest on the 2023 Notes during the fixed rate period will be payable semiannually in arrears on March 30 and September 30, commencing on September 30, 2020. From March 30, 2022 and until the maturity date, the 2023 Notes will bear interest at a floating rate based on the secured overnight financing rate (“SOFR”) plus a margin of 2.69% payable quarterly in arrears.
2026 Notes. The 2026 Notes will mature on March 30, 2026. Interest on the 2026 Notes during the fixed rate period will be payable semiannually in arrears on March 30 and September 30, commencing on September 30, 2020. From March 30, 2025 and until the maturity date, the 2026 Notes will bear interest at a floating rate based on SOFR plus a margin of 2.60% payable quarterly in arrears.
2031 Notes. The 2031 Notes will mature on March 30, 2031. Interest on the 2031 Notes during the fixed rate period will be payable semiannually in arrears on March 30 and September 30, commencing on September 30, 2020. From March 30, 2030 and until the maturity date, the 2031 Notes will bear interest at a floating rate based on SOFR plus a margin of 2.65% payable quarterly in arrears.
We will have the option to redeem the Notes in whole, but not in part, on, and only on, March 30, 2022, in the case of the 2023 Notes, March 30, 2025, in the case of the 2026 Notes and March 30, 2030, in the case of the 2031 Notes at a redemption price equal to 100% of the principal amount




of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference, and the Form of Fixed-to-Floating Rate Senior Note, which is filed herewith as Exhibit 4.2 and is incorporated herein by reference.
Registration Rights Agreement
On March 30, 2020, State Street and the Initial Purchasers, entered into a registration rights agreement with respect to the Notes (the “Registration Rights Agreement”). State Street agreed under the Registration Rights Agreement to use its reasonable best efforts to (i) file a registration statement with respect to a registered exchange offer to exchange the notes for new notes with terms substantially identical to the Notes, (ii) cause the registration statement to be declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended and (iii) to consummate the exchange offer on or before the 366th day after March 30, 2020, the settlement date of the Notes.
If State Street fails to satisfy its registration obligations with respect to any series of Notes (a “registration default”) under the Registration Rights Agreement, additional interest will accrue on the aggregate principal amount of the applicable series of Notes at a rate of 0.25% for the first 90 day period after the date of such registration default and increased by an additional 0.25% for each subsequent 90 day period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then applicable for the respective Notes.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is filed herewith as Exhibit 4.3 and is incorporated herein by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Form 8-K is incorporated into this Item 2.03 by reference.












Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.
 
 
 
*
 
Submitted electronically herewith




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
STATE STREET CORPORATION
 
 
 
 
 
 
 
 
 
By:
 
/s/ IAN W. APPLEYARD
 
 
 
Name:
 
Ian W. Appleyard
 
 
 
Title:
 
Executive Vice President, Global Controller and Chief Accounting Officer
Date:
March 30, 2020
 
 
 
 



SECOND SUPPLEMENTAL INDENTURE DATED AS OF MARCH 30, 2020 TO INDENTURE DATED OCTOBER 31, 2014 BETWEEN STATE STREET CORPORATION AND U.S. BANK NATIONAL ASSOCIATION Trustee

 
THIS SECOND SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) is dated as of March 30, 2020 between STATE STREET CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts, as the Company, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee. All terms used in this Supplemental Indenture which are defined in the Indenture dated as of October 31, 2014 between said parties, as supplemented by the First Supplemental Indenture dated as of May 8, 2017 (as so supplemented and as further supplemented or amended prior to the date hereof, the “Original Indenture”), and are not otherwise defined in this Supplemental Indenture, shall have the meanings assigned to them in the Original Indenture. W I T N E S S E T H: WHEREAS, the Company and the Trustee are parties to the Original Indenture; WHEREAS, pursuant to the terms of the Original Indenture, the Company desires to provide for the establishment of three series of notes to be known respectively as its Fixed-to- Floating Rate Senior Notes due 2023 (the “2023 Notes”), its Fixed-to-Floating Rate Senior Notes due 2026 (the “2026 Notes”) and its Fixed-to-Floating Rate Senior Notes due 2031 (the “2031 Notes” and, collectively with the 2023 Notes and the 2026 Notes, the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Supplemental Indenture (together, the “Indenture”); WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Original Indenture; and WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and agreement according to its terms have been done; NOW, THEREFORE: In consideration of the covenants and other provisions set forth in this Supplemental Indenture and the Original Indenture, the Company and the Trustee mutually covenant and agree with each other, and for the equal and proportionate benefit of the respective Holders of the applicable Securities from time to time, as follows: ARTICLE 1 Establishment of the Notes Section 1.01. Establishment; Designation of Titles and Principal Amounts. The 2023 Notes, the 2026 Notes and the 2031 Notes are each hereby established and are respectively designated the Fixed-to-Floating Rate Senior Notes due 2023, the Fixed-to-Floating Rate Senior Notes due 2026 and the Fixed-to-Floating Rate Senior Notes due 2031, each unlimited in aggregate principal amount. The 2023 Notes issued on the date hereof pursuant to the terms of the Original Indenture shall be in an aggregate principal amount of $750,000,000, the 2026 Notes issued on the date hereof pursuant to the terms of the Original Indenture shall be in an aggregate principal amount of $500,000,000 and the 2031 Notes issued on the date hereof pursuant to the terms of the Original Indenture shall be in an aggregate principal amount of

 
$500,000,000 (such aggregate principal amount of each series of Notes issued on the date hereof, the “Initial Notes”), which amounts shall be set forth in the written order of the Company for the authentication and delivery of the Notes pursuant to Section 301 and Section 303 of the Original Indenture. Section 1.02. Additional Notes. Without the consent of the Holders of the Notes, the Company may, from time to time, create and issue in accordance with the provisions of the Original Indenture, additional notes (the “Additional Notes”) of a series hereunder having terms and conditions substantially identical to those as the Notes of such series (except for the issue date, public offering price and amount and date of the first payment of interest thereon); provided that if such Additional Notes are not fungible with such Notes issued on the date hereof for United States federal income tax purposes, the Additional Notes will be issued under a separate CUSIP number. Any Additional Notes of a series, together with the Notes of such series issued on the date hereof, shall be consolidated and constitute a single series of notes under the Indenture. For the avoidance of doubt, references herein to the term “Notes” of a series shall include references to the Additional Notes of such series, if any. Section 1.03. Additional Provisions. Additional provisions relating to the Notes are set forth in Schedule A, which is hereby incorporated in and made a part of this Supplemental Indenture; additional provisions relating to the 2023 Notes are set forth in Schedule B, which is hereby incorporated in and made a part of this Supplemental Indenture; additional provisions relating to the 2026 Notes are set forth in Schedule C, which is hereby incorporated in and made a part of this Supplemental Indenture; and additional provisions relating to the 2031 Notes are set forth in Schedule D, which is hereby incorporated in and made a part of this Supplemental Indenture. ARTICLE 2 Miscellaneous Provisions Section 2.01. Other Terms of Indenture. Except insofar as otherwise expressly provided in this Supplemental Indenture, all provisions, terms and conditions of the Original Indenture are in all respects ratified and confirmed and shall remain in full force and effect. To the extent set forth in Section 1.01 above, this Supplemental Indenture shall be a part of the Indenture. Section 2.02. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 2.03. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 2.04. The Trustee. The recitals contained herein shall be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 2

 
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, as of the day and year first above written. STATE STREET CORPORATION By: /s/ John Slyconish Name: John Slyconish Title: Executive Vice President and Treasurer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Laura Cawley Name: Laura Cawley Title: Vice President 3

 
Schedule A PROVISIONS RELATING TO THE NOTES Section 1.1 Definitions. (a) Capitalized Terms. Capitalized terms used but not defined in this Schedule A have the meanings given to them in the Indenture. The following capitalized terms have the following meanings: “Applicable Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. “Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency. “Custodian” means the Trustee, as custodian for the Depositary with respect to the Notes in global form, or any successor entity thereto. “Definitive Note” means a certificated Initial Note, Additional Note or Exchange Note issued pursuant to the Indenture (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend. “Depositary” means The Depository Trust Company, a limited-purpose trust company organized under the New York Banking Law, or any successor thereto. “Distribution Compliance Period,” means (i) with respect to the Initial Notes, the period of 40 consecutive days beginning on and including the later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the date of issuance with respect to such Note or any predecessor of such Initial Note and (ii) with respect to any Additional Notes that are Transfer Restricted Notes, the comparable period of 40 consecutive days. “Euroclear” means Euroclear Bank S.A./N.V., as operator of Euroclear systems Clearance System or any successor securities clearing agency. “Exchange Notes” means Notes issued pursuant to the Indenture in exchange for, and up to an aggregate principal amount equal to, the Initial Notes or Additional Notes in compliance with the terms of the Registration Rights Agreement and containing terms identical to the Initial Notes or Additional Notes (except that such Exchange Notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional annual interest rate for failure to comply with the Registration Rights Agreement will not apply to such Exchange Notes).

 
“Exchange Offer” has the meaning set forth in the Registration Rights Agreement. “QIB” means a “qualified institutional buyer” as defined in Rule 144A. “Registration Rights Agreement” means (i) the registration rights agreement, dated as of March 30, 2020, by and among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC and (ii) with respect to any Additional Notes, one or more registration rights agreements entered into in connection with the issuance of such Additional Notes in a private offering by the Company after the date hereof, as such agreements may be amended from time to time. “Regulation S” means Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). “Rule 144” means Rule 144 promulgated under the Securities Act. “Rule 144A” means Rule 144A promulgated under the Securities Act. “Transfer Restricted Notes” means Definitive Notes and any Notes in global form that bear or are required to bear the Restricted Notes Legend. “Unrestricted Global Note” means any Note in global form that does not bear or is not required to bear the Restricted Notes Legend. “U.S. person” means a “U.S. person” as defined in Regulation S. (b) Other Definitions. Defined in Term: Section: “Agent Members” 2.1(c) “Definitive Notes Legend” 2.2(e) “Global Note” 2.1(b) “Global Notes Legend” 2.2(e) “Regulation S Global Note” 2.1(b) “Regulation S Notes” 2.1(a) “Restricted Notes Legend” 2.3(e) “Rule 144A Global Note” 2.1(b) “Rule 144A Notes” 2.1(a) Section 2.1 Form and Dating. (a) The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.

 
(b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or more global Notes, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S-1 upward (collectively, the “Regulation S Global Note”), in each case in definitive, fully registered form, without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 305 of the Original Indenture and Section 2.2(c) of this Schedule A. (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 303 of the Original Indenture and pursuant to a Company Order signed by one authorized officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. (d) Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Schedule A, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. Section 2.2 Transfer and Exchange.

 
(a) Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with a written request: (i) to register the transfer of such Definitive Notes, or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, shall be transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to Section 2.2(b) of this Schedule A or otherwise in accordance with the Restricted Notes Legend, and shall be accompanied by a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A hereto for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, together with: (i) a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A hereto for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto, and (ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Company shall issue and the

 
Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new applicable Global Note in the appropriate principal amount. (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Schedule A, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Security Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note, and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Schedule A (other than the provisions set forth in Section 2.3 of this Schedule A), a Global Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (d) Restrictions on Transfer of Global Notes; Voluntary Exchange of Interests in Transfer Restricted Notes That Are Global Notes for Interests in Unrestricted Global Notes. (i) Transfers by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through another Transfer Restricted Note that is a Global Note shall be made in accordance with the Applicable Procedures and the Restricted Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A hereto for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. (ii) During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable securities laws of any state of the United States of America. Prior to the expiration of the Distribution Compliance Period, transfers by

 
an owner of a beneficial interest in the Regulation S Global Note shall be made only in accordance with the Applicable Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Form of Note in Exhibit A hereto for exchange or registration of transfers. Such written certifications shall no longer be required after the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture. (iii) Upon the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A hereto for an exchange from a Regulation S Global Note to an Unrestricted Global Note. (iv) Beneficial interests in a Transfer Restricted Note that is a Rule 144A Global Note may be exchanged for beneficial interests in an Unrestricted Global Note if the Holder certifies in writing to the Security Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 under the Securities Act and/or upon delivery of such legal opinions, certifications and other information as the Company or the Trustee may reasonably request. (v) If no Unrestricted Global Note is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new Unrestricted Global Note in the appropriate principal amount. (e) Legends. (i) Except as permitted by Section 2.2(d), this Section 2.2(e) and Section 2.2(i) of this Schedule A, each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only) (“Restricted Notes Legend”): THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES:] ONE YEAR AFTER THE LATEST OF THE ORIGINAL ISSUE DATE HEREOF,

 
THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH STATE STREET CORPORATION (THE “COMPANY”) OR ANY OF ITS AFFILIATES WERE THE OWNER OF SUCH NOTES (OR ANY PREDECESSOR THEREOF), OR [IN THE CASE OF REGULATION S NOTES:] 40 DAYS AFTER THE LATEST OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL DATE OF ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH SUCH NOTES (OR ANY PREDECESSOR THEREOF) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHTS PURSUANT TO THE INDENTURE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) TO REQUIRE THE TRANSFEROR TO AGREE THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. Each Definitive Note shall bear the following additional legend (“Definitive Notes Legend”): IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH SECURITY REGISTRAR AND TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. Each Global Note shall bear the following additional legend (“Global Notes Legend”):

 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF T HE DE POSITORY T RUST C OMPANY, A L IMITED-PURPOSE T RUST C OMPANY ORGANIZED UNDER THE NEW YORK BANKING LAW (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUT HORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED B Y AN AUTHORIZED R EPRESENTATIVE OF DT C), ANY T RANSFER, PLEDGE OR OT HER USE HE REOF FOR V ALUE OR OT HERWISE B Y OR T O ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF T HIS G LOBAL NOTE SHALL B E LI MITED TO TRANSFERS I N WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A S UCCESSOR THEREOF OR S UCH S UCCESSOR’S NOM INEE AND T RANSFERS OF P ORTIONS O F THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Security Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive Notes Legend and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Security Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 and provides such legal opinions, certifications and other information as the Company or the Trustee may reasonably request. (iii) After a transfer of any Initial Notes or Additional Notes during the period of the effectiveness of a Shelf Registration Statement (as defined in the Registration Rights Agreement) with respect to such Initial Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes or Additional Notes shall cease to apply and the requirements that any such Initial Notes or Additional Notes be issued in global form shall continue to apply. (iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes or Additional Notes pursuant to which Holders of such Initial Notes or Additional Notes are offered Exchange Notes in exchange for their Initial Notes or Additional Notes, all requirements pertaining to Initial Notes or Additional Notes that Initial Notes or Additional Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes or Additional Notes in such Exchange Offer. (v) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. (f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an

 
interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction. (g) Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Original Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee. (h) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the

 
Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (iii) None of the Trustee, the Paying Agent, the Authenticating Agent or the Company shall have any responsibility or liability for any actions taken or not taken by the Depositary. (i) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of a Company Order in accordance with Section 303 of the Original Indenture, the Trustee shall authenticate (i) one or more Global Notes without the Restricted Notes Legend in an aggregate principal amount equal to the principal amounts of the beneficial interests in the Global Notes tendered for acceptance by Persons that provide in the applicable letters of transmittal such certifications as are required by the Registration Rights Agreement and applicable law, and accepted for exchange in the Exchange Offer and (ii) Definitive Notes without the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the Definitive Notes tendered for acceptance by Persons that provide in the applicable letters of transmittal such certification as are required by the Registration Rights Agreement and applicable law, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Global Notes with the Restricted Notes Legend to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of the Definitive Notes so accepted Definitive Notes without the Restricted Notes Legend in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under the Indenture. Section 2.3 Definitive Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 or issued in connection with an Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal

 
to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Schedule A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note for Definitive Notes, or (iii) an Event of Default has occurred and is continuing and the Depositary has received a request from a beneficial owner thereof. In addition, any Affiliate of the Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Company or Trustee. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) of this Schedule A, bear the Restricted Notes Legend. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.3(a) of this Schedule A, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

 
Exhibit A Form of Note [Insert the Restricted Notes Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable pursuant to the provisions of the Indenture] STATE STREET CORPORATION Fixed-to-Floating Rate Senior Notes Due No. $ CUSIP: Issue Date: ISIN: State Street Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Mas sachusetts ( herein cal led t he “Company,” which t erm i ncludes a ny s uccessor P erson under t he I ndenture hereinafter r eferred t o), f or v alue r eceived, hereby p romises t o p ay t o Cede & C o., o r r egistered as signs, t he principal sum of Dollars ($ ) on , (herein called the “Maturity Date”), and to pay interest thereon (1) from and including , to, but excluding, , , (such period herein called the “Fixed R ate P eriod”), or fr om and i ncluding the most r ecent Fixed R ate I nterest Payment D ate (as d efined below) to which interest has been paid or duly provided for, semi-annually in arrears on and (each, a “Fixed Rate Interest Payment Date”) of each year during the Fixed Rate Period, commencing on , and ending on , , at the rate of % per annum; and (2) from and including , , to, but excluding, the Maturity Date (such period herein called the “Floating Rate Period”), or from and including the most recent Floating Rate Period End Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears on the Floating Rate Interest Payment Date (as defined below) following, or with respect to, , , , , , and the Maturity Date (each such date, a “Floating Rate Period End Date”), at the Base Rate (as defined below) plus a spread of % (provided that in no event will the interest payable in respect of any interest payment period be less than zero), until the principal hereof is paid or made available for payment; provided, that if any scheduled Floating Rate Period End Date (other than the Maturity Date) falls on a day that is not a Business Day, then such date will be postponed to the next day that is a Business Day, except that, if the next such date falls in the next calendar month, then such date will be advanced to the immediately preceding day that is a Business Day; and provided further, that if the Maturity Date is not a Business Day, any payment of principal and interest otherwise due on such day will be made on the next succeeding date that is a Business Day, and no interest on such payment shall accrue for the period from and after such Maturity Date. The interest so payable, and punctually paid or duly provided for, on any Fixed Rate Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for s uch interest, which s hall be t he and , whether or not a Business Day, next preceding such Fixed Rate Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Floating Rate Interest Payment Date, other than on the Maturity Date, will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the second Business Day next preceding such Floating Rate Interest Payment Date. Interest paid on the Maturity Date shall be paid to the Person to whom the principal will be payable. Any such interest not so punctually paid or duly provided for on such Fixed Rate Interest Payment Date or Floating Rate Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may ei ther b e p aid t o t he P erson i n whose name t his S ecurity ( or o ne o r more Predecessor S ecurities) i s registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the City of Boston, Massachusetts, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, that for so long as this Security is a Global Security, payment of the principal of (and premium, if any) and any interest on this Security will be made by the Paying Agent by wire transfer in immediately available funds i n U .S. dol lars a t t he office o f t he P aying Agent; provided further, that, i n t he case o f p ayments made at maturity of such Global Security, the Global Security is presented to the Paying Agent in time for the Paying Agent to make such payments in accordance with its normal procedures. Interest on this Security during the Fixed Rate Period shall be paid on the basis of a 360-day year consisting of t welve 3 0-day m onths. I f a F ixed Rate Interest P ayment D ate for t his Security falls o n a d ay t hat i s no t a Business D ay, t he C ompany s hall p ostpone t he interest payment t o the ne xt succeeding B usiness D ay, b ut the payments made on such dates shall be treated as being made on the date that the payment was first due, and Holders of S ecurities o f t his s eries s hall not b e e ntitled to a ny further interest o r o ther p ayments with r espect to s uch postponement. Interest p ayment p eriods d uring t he F loating R ate P eriod for th is S ecurity will b e, with respect t o each Floating Rate Interest Payment Date, the period from and including the most recent interest payment period end date to which interest has been paid or duly provided for (or from and including in the case of the first interest payment period during the Floating Rate Period) to, but excluding, the immediately preceding Floating Rate Period End Date; provided that (i) the interest payment period with respect to the Maturity Date will be the period from and including the Floating Rate Period End Date immediately prior to the Maturity Date to, but excluding, the Maturity Date (i.e., the final Floating Rate Period End Date) and (ii) with respect to such final interest payment period, the level o f S OFR for each ca lendar d ay i n t he period f rom, and i ncluding, t he second U.S. G overnment S ecurities Business Day prior to the Maturity Date (the “Rate Cut-Off Date”) to, but excluding, the Maturity Date shall be the level of SOFR in respect of such Rate Cut-Off Date. Interest on this Security during the Floating Rate Period will be computed on t he ba sis o f a 360 -day year f or t he act ual number o f d ays el apsed. For in terest p eriods during t he Floating Rate P eriod, the i nterest r ate ap plicable t o a n interest p ayment p eriod, which i nterest r ate will b e determined by the calculation agent following the applicable Floating Rate Period End Date (or, in the case of the final Floating Rate Period End Date (i.e., the Maturity Date), following the Rate Cut-off Date), will equal the Base Rate, calculated as described below, plus a s pread of %; provided that in no event will the interest payable in respect of any interest payment period be less than zero. The “ Base R ate” s hall b e an accr ued i nterest co mpounding factor cal culated i n acco rdance with t he following formula: �������� 360 1 + 1 360 �������������������� ���� �������� �� � � − � ���� ���� where (i) “d0” refers, for any floating����=1 rate interest payment period, to the number of U.S. Government Securities Business Days in the relevant floating rate interest payment period, (ii) “i” refers to a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant floating rate interest payment period, (iii) “SOFRi”, for any day “i” in the relevant floating rate interest payment period, refers to a reference rate equal to SOFR in respect of that day, (iv) “ni” refers to the number of calendar days in the relevant floating rate interest payment period on which the rate is SOFRi and (v) “d” refers to the number of calendar days in the relevant floating rate interest payment period. For these calculations, the interest rate in effect on any U.S. Government Securities Business Day will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day. For purposes of this Security, “SOFR”, with respect to any U.S. Government Securities Business Day, means the rate determined by the calculation agent in accordance with the following provisions:

 
1. the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or 2. if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (a), unless the Company or its designee has determined that both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal Reserve’s Website; or 3. if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred: a. the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; or b. the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or c. the sum of: (i) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. As used in this Security: 1. “Benchmark” means the Secured Overnight Financing Rate compounded on a daily basis; provided that if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. 2. “Benchmark Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR” that can be determined by the Company or its designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. 3. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date: a. the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; b. if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; c. the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. 4. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of

 
“floating rate interest payment period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determines is reasonably necessary). 5. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: a. in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or b. in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. 6. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a. a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; b. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or c. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. 7. “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or The City of Boston. 8. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. 9. “Floating Rate Interest Payment Date” means the second Business Day following each Floating Rate Period End Date; provided, that the Floating Rate Interest Payment Date with respect to the final interest payment period will be the Maturity Date. If the scheduled Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date.

 
10. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. 11. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. 12. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. 13. “New York Federal Reserve” means the Federal Reserve Bank of New York. 14. “New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source. 15. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company or its designee in accordance with the Benchmark Replacement Conforming Changes. 16. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. 17. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. 18. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. If the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election made by the Company or its designee with respect to the determination of SOFR (i) will be conclusive and binding absent manifest error; (ii) will be made in the Company’s or its designee’s sole discretion; and (iii) notwithstanding anything herein to the contrary, shall become effective without consent from the Holders or any other party. In case an acceleration of the maturity of the Securities shall have occurred and be continuing as a result of an Event of Default, the amount declared due and payable for the Securities (the “Stated Principal Amount”) upon any acceleration of the Securities shall be determined by State Street Bank and Trust Company (the “Bank”), or, if the Company has appointed a designee, after consultation with the Bank, by such designee, in its capacity as the calculation agent, and shall be an amount in cash equal to the Stated Principal Amount plus accrued and unpaid interest thereon calculated as if the date of such acceleration were the Maturity Date, final Floating Rate Period End Date (if applicable) and final Floating Rate Interest Payment Date. The calculation agent shall be the Bank, an affiliate thereof or a bank or other entity as the Company may appoint. The Company may appoint a different institution to serve as calculation agent from time to time after the original i ssue d ate o f t his S ecurity without t he c onsent of Holders o f t his Security and without no tice. T he calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be on file at the Company’s principal offices, will be made available to any noteholder upon request and will be final and binding in the absence of manifest error. All percentages used in or resulting from any calculation of the interest rate on this Security during the Floating Rate Period will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five o ne-millionths o f a p ercentage p oint r ounded upwards ( e.g., 9. 876545% ( or . 09876545) be ing r ounded t o

 
9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The i nterest r ate o n t his S ecurity during t he Floating Rate P eriod will i n no e vent b e hi gher t han t he maximum r ate p ermitted b y N ew Y ork l aw a s t he s ame may b e modified b y U nited S tates l aw o f general application. Upon the occurrence, if any, of the events set forth in the Registration Rights Agreement (as defined in the Indenture), the Company shall pay additional interest on this Security, which shall accrue at a rate of 0.25% for the first 90-day period after the date of such event and increased by an additional 0.25% for each subsequent 90-day period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then applicable for this Security, as set forth in the Registration Rights Agreement (“Additional Interest”). The Company shall pay all Additional Interest, if any, on the applicable interest payment date described herein in the same manner as interest is paid on this Security. Unless context otherwise requires, for the avoidance of doubt any references to “interest” with respect to this Security herein shall include any Additional Interest that may be payable pursuant to this paragraph. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2014 (herein called the “Base I ndenture”), b etween the Company and U .S. B ank N ational Association, as t rustee ( herein ca lled t he “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, d ated as of M ay 8, 2017 (the “ First Supplemental I ndenture”) and a Second S upplemental i ndenture, dated as o f M arch 3 0, 2 020, i n eac h cas e between t he Company and t he T rustee (the “ Second S upplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, herein called the “Indenture”), and reference is hereby made to the Indenture for a s tatement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities of this series constitute the direct, unsecured and unsubordinated general obligations of the Company and shall at all times rank pari passu with all other existing and future senior unsecured indebtedness of the Company. The Securities of this series are subject to redemption, at the election of the Company, upon not less than 30 days’ and not more than 60 days written notice by mail to Holders, in whole, but not in part, on, and only on, , at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, as provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The I ndenture p ermits, with cer tain ex ceptions as t herein p rovided, t he a mendment t hereof an d t he modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority i n p rincipal a mount o f t he S ecurities at t he t ime O utstanding o f each series t o b e af fected. T he Indenture a lso c ontains pr ovisions pe rmitting t he H olders of specified pe rcentages i n pr incipal a mount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. For the purpose of this paragraph, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default or Covenant Breach in respect of such Securities.

 
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a r eceiver or trustee or for any o ther r emedy thereunder, unl ess such H older s hall h ave p reviously given t he T rustee written notice o f a continuing Event of Default or Covenant Breach with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Covenant Breach, as applicable, as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer o f i ndemnity. T he foregoing shall not a pply t o a ny s uit i nstituted b y t he H older of t his Security f or t he enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to t he I ndenture and no provision o f this Security o r o f the Indenture s hall a lter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is r egistrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency o f the Company in a ny p lace where t he p rincipal o f and a ny p remium a nd i nterest o n t his Security a re payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and t he Security Registrar d uly e xecuted b y, t he H older hereof o r hi s a ttorney d uly a uthorized i n writing, a nd thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The S ecurities o f t his s eries are i ssuable o nly i n r egistered f orm without c oupons i n d enominations o f $2,000 a nd i ntegral multiples of $1, 000 i n e xcess t hereof. As pr ovided i n t he I ndenture a nd s ubject t o c ertain limitations th erein s et forth, Securities o f t his series a re exchangeable for a lik e a ggregate p rincipal a mount o f Securities o f t his s eries an d o f l ike t enor o f a d ifferent au thorized d enomination, as r equested b y t he H older surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for r egistration o f transfer, t he Company, the Trustee and an y agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the law of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. - end of page - [Signatures appear on the following page]

 
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: _________, ____ STATE STREET CORPORATION By: Name: Title: Attest: By: Name: Title:

 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated: _________, _____ By: Name: Authorized Signatory

 
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES This certificate relates to $____ principal amount of Notes held in (check applicable space) _____ book-entry or ______ definitive form by the undersigned. The undersigned (check one box below):  has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or  has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1)  to the Company or any subsidiary thereof; or (2)  to the Security Registrar for registration in the name of the Holder, without transfer; or (3)  pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or (4)  to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or (5)  pursuant to offers and sales to non-U.S. persons that occur outside the United States of America within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or (6)  pursuant to another available exemption from registration under the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (6) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. __________________________________________________ Your Signature Date: ________________ __________________________________________________ Signature of Signature Guarantor

 
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ________________ __________________________________________________ NOTICE: To be executed by an executive officer Name: Title: Signature Guarantee*: _____________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The initial outstanding principal amount of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Signature of Amount of decrease Amount of increase Principal Amount authorized signatory in Principal in Principal of this Global Note of Trustee, Amount of this Amount of this following such Depositary or Date of Exchange Global Note Global Note decrease or increase Custodian

 
Schedule B Terms of the 2023 Notes Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 1. Person to whom interest on the Notes is Payable: Person in whose name the 2023 Notes are registered at the close of business on the Regular Record Date for such interest, provided, however, that interest paid on the Maturity shall be paid to the Person to whom the principal will be payable. 2. Paying Agent: Initially, the Trustee is hereby appointed by the Company to act as Paying Agent on behalf of the Company with respect to payments of principal of or any premium or interest on the 2023 Notes on behalf of the Company. 3. Stated Maturity: March 30, 2023. 4. Fixed Rate Period: From, and including, March 30, 2020, to, but excluding, March 30, 2022. 5. Floating Rate Period: From, and including, March 30, 2022, to, but excluding, the maturity date. 6. Interest Rate: 2.825% during the Fixed Rate Period and the Base Rate (as defined below) plus 269 basis points during the Floating Rate Period, provided that in no event will the interest payable in respect of any interest payment period be less than zero. 7. Additional Interest: Upon the occurrence, if any, of the events set forth in the Registration Rights Agreement, the Company shall pay additional interest on the Notes, which shall accrue at a rate of 0.25% for the first 90-day period after the date of such event and increased by an additional 0.25% for each subsequent 90-day period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then applicable for the 2023 Notes, as set forth in the Registration Rights Agreement (“Additional Interest”). The Company shall pay all Additional Interest, if any, on the applicable Interest Payment Date described in paragraph 8 below in the same manner as the interest described in paragraph 6 above is paid on the Notes. Unless context otherwise requires, for the avoidance of doubt any references to “interest” with respect to the Notes herein shall include any Additional Interest that may be payable pursuant to this paragraph 7. 8. Interest Payment Dates: During the Fixed Rate Period, each March 30 and September 30, commencing on September 30, 2020 and including March 30, 2022. During the Floating Rate Period, the second Business Day following each Floating Rate Period End Date; provided, that the interest payment date with respect to the final interest payment period will be the maturity date. If the scheduled maturity date falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and

 
after the scheduled maturity date. The “Floating Rate Period End Dates” shall be June 30, 2022, September 30, 2022, December 30, 2022, and the maturity date; provided that if any scheduled interest payment period end date (other than the maturity date) falls on a day that is not a Business Day it will be postponed to the following Business Day, except that, if that Business Day would fall in the next calendar month, the interest payment period end date will be the immediately preceding Business Day. If the scheduled final interest payment period end date (i.e., the maturity date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled final interest payment period end date. 9. Regular Record Dates: During the Fixed Rate Period, each March 15 and September 15 preceding the applicable fixed rate interest payment date. During the Floating Rate Period, the second Business Day preceding the applicable floating rate interest payment date; provided that interest paid on the maturity date shall be paid to the Person to whom the principal will be payable. 10. Place where principal and interest is payable: At the office or agency of the Issuer maintained for that purpose in the City of Boston, Massachusetts; provided, that for so long as the Security is a Global Security, payment of the principal of (and premium, if any) and any interest on the Security will be made by the Paying Agent by wire transfer in immediately available funds in U.S. dollars at the office of the Paying Agent; provided further, that, in the case of payments made at maturity of such Global Security, the Global Security is presented to the Paying Agent in time for the Paying Agent to make such payments in accordance with its normal procedures. 11. Redemption Terms: The Issuer will have the option to redeem the 2023 Notes in whole, but not in part, on, and only on, March 30, 2022 at a redemption price equal to 100% of the principal amount of the 2023 Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding the redemption date. 12. Sinking Fund Terms: None. 13. Denomination: (i) One Rule 144A Global Note in the principal amount of $500,000,000.00, (ii) one Rule 144A Global Note in the principal amount of $227,810,000.00 and (iii) one Regulation S Global Note in the principal amount of $22,190,000.00, but, in each case, if certificated at any time, then $2,000 and integral multiples of $1,000 in excess thereof. 14. Index Determination: The “Base Rate” shall be an accrued interest compounding factor calculated in accordance with the following formula: 360 �������� 1 + 1 360 �������������������� ���� �������� �� � � − � ���� ���� ����=1

 
where (i) “d0” refers, for any floating rate interest payment period, to the number of U.S. Government Securities Business Days in the relevant floating rate interest payment period, (ii) “i” refers to a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant floating rate interest payment period, (iii) “SOFRi”, for any day “i” in the relevant floating rate interest payment period, refers to a reference rate equal to SOFR (as defined below) in respect of that day, (iv) “ni” refers to the number of calendar days in the relevant floating rate interest payment period on which the rate is SOFRi and (v) “d” refers to the number of calendar days in the relevant floating rate interest payment period. For these calculations, the interest rate in effect on any U.S. Government Securities Business Day (as defined below) will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day. 15. Currency: United States dollars. 16. Currency election: Not applicable. 17. Portion of principal payable upon acceleration of Maturity: Not applicable. 18. Determination of Principal: Not applicable. 19. Defeasance provisions: The 2023 Notes are subject to the provisions of Sections 1302 and 1303 of the Indenture. 20. Global Security provisions: Three global notes are to be deposited with U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, MA 02110, as custodian for The Depository Trust Company, with the form of legend required by The Depository Trust Company. 21. Change in Events of Default: None. 22. Change in covenants set forth in Article Ten of Indenture: None. 23. Certain other terms: a. Day Count During Fixed Rate Period: Interest on the 2023 Notes during the Fixed Rate Period will be paid on the basis of a 360-day year consisting of twelve 30- day months. In the event that an interest payment date during the Fixed Rate Period is not a Business Day, the Issuer will pay interest on the next day that is a Business Day, but the payments made on such dates shall be treated as being made on the date that the payment was first due, with the same force and effect as if made on such interest payment date, and without any interest or other payment in respect to the delay.

 
b. Day Count During Floating Rate Period: Interest on the 2023 Notes during the Floating Rate Period will be paid on the basis of a 360-day year for the actual number of days elapsed. c. Business Days: “Business Day” any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or The City of Boston. d. CUSIP: 857477 BH5 / U85697 AA5 (Rule 144A / Regulation S) e. ISIN: US857477BH56 / USU85697AA59 (Rule 144A / Regulation S). 24. Certain defined terms: a. “SOFR”, with respect to any U.S. Government Securities Business Day, means the rate determined by the calculation agent in accordance with the following provisions: (1) the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or (2) if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (a), unless the Company or its designee has determined that both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal Reserve’s Website; or (3) if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred: (a) the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; or (b) the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or (c) the sum of: (i) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar- denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. b. “Benchmark” means the Secured Overnight Financing Rate compounded on a daily basis; provided that if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

 
c. “Benchmark Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR” that can be determined by the Company or its designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. d. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date: (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. e. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “floating rate interest payment period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determines is reasonably necessary). f. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

 
g. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. h. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. i. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. j. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. k. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. l. “New York Federal Reserve” means the Federal Reserve Bank of New York. m. “New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source. n. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company or its designee in accordance with the Benchmark Replacement Conforming Changes.

 
o. “Registration Rights Agreement” means (i) the registration rights agreement, dated as of March 30, 2020, among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC and (ii) with respect to any Additional Notes, one or more registration rights agreements entered into in connection with the issuance of such Additional Notes in a private offering by the Company after the date hereof, as such agreements may be amended from time to time. p. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. q. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. r. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 25. Certain matters regarding the Trustee and Paying Agent: Neither the Trustee or Paying Agent will be the designee of the Company for purposes of the determinations to be made under these Terms of Notes, and neither the Trustee or Paying Agent shall have any (i) responsibility or liability for the selection, adoption or determination of an alternative or replacement reference rate (including a Benchmark Replacement Adjustment or any Benchmark Replacement Conforming Changes) as a successor or replacement benchmark to SOFR (including whether any such rate is the appropriate Benchmark Replacement to SOFR or whether any other conditions to the designation of such rate or any of the determinations to be made pursuant to the above section “Determination of SOFR” have been satisfied) and shall be entitled to rely upon any determination or designation of such a rate (and any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, or other modifier) by the calculation agent, or the designee of the Company, or (ii) liability for any failure or delay by the Company or the designee of the Company in performing their respective duties under the Indenture or the Notes as a result of the unavailability of SOFR, or any other Benchmark Replacement described in these Terms of Notes or the failure of a Benchmark Replacement to be adopted.

 
[ Schedule C Terms of the 2026 Notes Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 1. Person to whom interest on the Notes is Payable: Person in whose name the 2026 Notes are registered at the close of business on the Regular Record Date for such interest, provided, however, that interest paid on the Maturity shall be paid to the Person to whom the principal will be payable. 2. Paying Agent: Initially, the Trustee is hereby appointed by the Company to act as Paying Agent on behalf of the Company with respect to payments of principal of or any premium or interest on the 2026 Notes on behalf of the Company. 3. Stated Maturity: March 30, 2026. 4. Fixed Rate Period: From, and including, March 30, 2020, to, but excluding, March 30, 2025. 5. Floating Rate Period: From, and including, March 30, 2025, to, but excluding, the maturity date. 6. Interest Rate: 2.901% during the Fixed Rate Period and the Base Rate (as defined below) plus 260 basis points during the Floating Rate Period, provided that in no event will the interest payable in respect of any interest payment period be less than zero. 7. Additional Interest: Upon the occurrence, if any, of the events set forth in the Registration Rights Agreement, the Company shall pay additional interest on the Notes, which shall accrue at a rate of 0.25% for the first 90-day period after the date of such event and increased by an additional 0.25% for each subsequent 90-day period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then applicable for the 2026 Notes, as set forth in the Registration Rights Agreement (“Additional Interest”). The Company shall pay all Additional Interest, if any, on the applicable Interest Payment Date described in paragraph 8 below in the same manner as the interest described in paragraph 6 above is paid on the Notes. Unless context otherwise requires, for the avoidance of doubt any references to “interest” with respect to the Notes herein shall include any Additional Interest that may be payable pursuant to this paragraph 7. 8. Interest Payment Dates: During the Fixed Rate Period, each March 30 and September 30, commencing on September 30, 2020 and including March 30, 2025. During the Floating Rate Period, the second Business Day following each Floating Rate Period End Date; provided, that the interest payment date with respect to the final interest payment period will be the maturity date. If the scheduled maturity date falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and

 
after the scheduled maturity date. The “Floating Rate Period End Dates” shall be June 30, 2025, September 30, 2025, December 30, 2025, and the maturity date; provided that if any scheduled interest payment period end date (other than the maturity date) falls on a day that is not a Business Day it will be postponed to the following Business Day, except that, if that Business Day would fall in the next calendar month, the interest payment period end date will be the immediately preceding Business Day. If the scheduled final interest payment period end date (i.e., the maturity date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled final interest payment period end date. 9. Regular Record Dates: During the Fixed Rate Period, each March 15 and September 15 preceding the applicable fixed rate interest payment date. During the Floating Rate Period, the second Business Day preceding the applicable floating rate interest payment date; provided that interest paid on the maturity date shall be paid to the Person to whom the principal will be payable. 10. Place where principal and interest is payable: At the office or agency of the Issuer maintained for that purpose in the City of Boston, Massachusetts; provided, that for so long as the Security is a Global Security, payment of the principal of (and premium, if any) and any interest on the Security will be made by the Paying Agent by wire transfer in immediately available funds in U.S. dollars at the office of the Paying Agent; provided further, that, in the case of payments made at maturity of such Global Security, the Global Security is presented to the Paying Agent in time for the Paying Agent to make such payments in accordance with its normal procedures. 11. Redemption Terms: The Issuer will have the option to redeem the 2026 Notes in whole, but not in part, on, and only on, March 30, 2025 at a redemption price equal to 100% of the principal amount of the 2026 Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding the redemption date. 12. Sinking Fund Terms: None. 13. Denomination: (i) One Rule 144A Global Note in the principal amount of $485,100,000.00 and (ii) one Regulation S Global Note in the principal amount of $14,900,000.00, but, in each case, if certificated at any time, then $2,000 and integral multiples of $1,000 in excess thereof. 14. Index Determination: The “Base Rate” shall be an accrued interest compounding factor calculated in accordance with the following formula: 360 �������� 1 + 1 360 �������������������� ���� �������� �� � � − � ���� ���� ����=1

 
where (i) “d0” refers, for any floating rate interest payment period, to the number of U.S. Government Securities Business Days in the relevant floating rate interest payment period, (ii) “i” refers to a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant floating rate interest payment period, (iii) “SOFRi”, for any day “i” in the relevant floating rate interest payment period, refers to a reference rate equal to SOFR (as defined below) in respect of that day, (iv) “ni” refers to the number of calendar days in the relevant floating rate interest payment period on which the rate is SOFRi and (v) “d” refers to the number of calendar days in the relevant floating rate interest payment period. For these calculations, the interest rate in effect on any U.S. Government Securities Business Day (as defined below) will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day. 15. Currency: United States dollars. 16. Currency election: Not applicable. 17. Portion of principal payable upon acceleration of Maturity: Not applicable. 18. Determination of Principal: Not applicable. 19. Defeasance provisions: The 2026 Notes are subject to the provisions of Sections 1302 and 1303 of the Indenture. 20. Global Security provisions: Two global notes are to be deposited with U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, MA 02110, as custodian for The Depository Trust Company, with the form of legend required by The Depository Trust Company. 21. Change in Events of Default: None. 22. Change in covenants set forth in Article Ten of Indenture: None. 23. Certain other terms: a. Day Count During Fixed Rate Period: Interest on the 2026 Notes during the Fixed Rate Period will be paid on the basis of a 360-day year consisting of twelve 30- day months. In the event that an interest payment date during the Fixed Rate Period is not a Business Day, the Issuer will pay interest on the next day that is a Business Day, but the payments made on such dates shall be treated as being made on the date that the payment was first due, with the same force and effect as if made on such interest payment date, and without any interest or other payment in respect to the delay.

 
b. Day Count During Floating Rate Period: Interest on the 2026 Notes during the Floating Rate Period will be paid on the basis of a 360-day year for the actual number of days elapsed. c. Business Days: “Business Day” any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or The City of Boston. d. CUSIP: 857477 BJ1 / U85697 AB3 (Rule 144A / Regulation S) e. ISIN: US857477BJ13 / USU85697AB33 (Rule 144A / Regulation S). 24. Certain defined terms: a. “SOFR”, with respect to any U.S. Government Securities Business Day, means the rate determined by the calculation agent in accordance with the following provisions: (1) the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or (2) if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (a), unless the Company or its designee has determined that both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal Reserve’s Website; or (3) if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred: (a) the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; or (b) the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or (c) the sum of: (i) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar- denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. b. “Benchmark” means the Secured Overnight Financing Rate compounded on a daily basis; provided that if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

 
c. “Benchmark Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR” that can be determined by the Company or its designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. d. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date: (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. e. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “floating rate interest payment period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determines is reasonably necessary). f. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

 
g. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. h. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. i. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. j. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. k. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. l. “New York Federal Reserve” means the Federal Reserve Bank of New York. m. “New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source. n. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company or its designee in accordance with the Benchmark Replacement Conforming Changes.

 
o. “Registration Rights Agreement” means (i) the registration rights agreement, dated as of March 30, 2020, among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC and (ii) with respect to any Additional Notes, one or more registration rights agreements entered into in connection with the issuance of such Additional Notes in a private offering by the Company after the date hereof, as such agreements may be amended from time to time. p. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. q. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. r. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 25. Certain matters regarding the Trustee and Paying Agent: Neither the Trustee or Paying Agent will be the designee of the Company for purposes of the determinations to be made under these Terms of Notes, and neither the Trustee or Paying Agent shall have any (i) responsibility or liability for the selection, adoption or determination of an alternative or replacement reference rate (including a Benchmark Replacement Adjustment or any Benchmark Replacement Conforming Changes) as a successor or replacement benchmark to SOFR (including whether any such rate is the appropriate Benchmark Replacement to SOFR or whether any other conditions to the designation of such rate or any of the determinations to be made pursuant to the above section “Determination of SOFR” have been satisfied) and shall be entitled to rely upon any determination or designation of such a rate (and any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, or other modifier) by the calculation agent, or the designee of the Company, or (ii) liability for any failure or delay by the Company or the designee of the Company in performing their respective duties under the Indenture or the Notes as a result of the unavailability of SOFR, or any other Benchmark Replacement described in these Terms of Notes or the failure of a Benchmark Replacement to be adopted.

 
Schedule D Terms of the 2031 Notes Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 1. Person to whom interest on the Notes is Payable: Person in whose name the 2031 Notes are registered at the close of business on the Regular Record Date for such interest, provided, however, that interest paid on the Maturity shall be paid to the Person to whom the principal will be payable. 2. Paying Agent: Initially, the Trustee is hereby appointed by the Company to act as Paying Agent on behalf of the Company with respect to payments of principal of or any premium or interest on the 2031 Notes on behalf of the Company. 3. Stated Maturity: March 30, 2031. 4. Fixed Rate Period: From, and including, March 30, 2020, to, but excluding, March 30, 2030. 5. Floating Rate Period: From, and including, March 30, 2030, to, but excluding, the maturity date. 6. Interest Rate: 3.152% during the Fixed Rate Period and the Base Rate (as defined below) plus 265 basis points during the Floating Rate Period, provided that in no event will the interest payable in respect of any interest payment period be less than zero. 7. Additional Interest: Upon the occurrence, if any, of the events set forth in the Registration Rights Agreement, the Company shall pay additional interest on the Notes, which shall accrue at a rate of 0.25% for the first 90-day period after the date of such event and increased by an additional 0.25% for each subsequent 90-day period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then applicable for the 2031 Notes, as set forth in the Registration Rights Agreement (“Additional Interest”). The Company shall pay all Additional Interest, if any, on the applicable Interest Payment Date described in paragraph 8 below in the same manner as the interest described in paragraph 6 above is paid on the Notes. Unless context otherwise requires, for the avoidance of doubt any references to “interest” with respect to the Notes herein shall include any Additional Interest that may be payable pursuant to this paragraph 7. 8. Interest Payment Dates: During the Fixed Rate Period, each March 30 and September 30, commencing on September 30, 2020 and including March 30, 2030. During the Floating Rate Period, the second Business Day following each Floating Rate Period End Date; provided, that the interest payment date with respect to the final interest payment period will be the maturity date. If the scheduled maturity date falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and

 
after the scheduled maturity date. The “Floating Rate Period End Dates” shall be June 30, 2030, September 30, 2030, December 30, 2030, and the maturity date; provided that if any scheduled interest payment period end date (other than the maturity date) falls on a day that is not a Business Day it will be postponed to the following Business Day, except that, if that Business Day would fall in the next calendar month, the interest payment period end date will be the immediately preceding Business Day. If the scheduled final interest payment period end date (i.e., the maturity date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled final interest payment period end date. 9. Regular Record Dates: During the Fixed Rate Period, each March 15 and September 15 preceding the applicable fixed rate interest payment date. During the Floating Rate Period, the second Business Day preceding the applicable floating rate interest payment date; provided that interest paid on the maturity date shall be paid to the Person to whom the principal will be payable. 10. Place where principal and interest is payable: At the office or agency of the Issuer maintained for that purpose in the City of Boston, Massachusetts; provided, that for so long as the Security is a Global Security, payment of the principal of (and premium, if any) and any interest on the Security will be made by the Paying Agent by wire transfer in immediately available funds in U.S. dollars at the office of the Paying Agent; provided further, that, in the case of payments made at maturity of such Global Security, the Global Security is presented to the Paying Agent in time for the Paying Agent to make such payments in accordance with its normal procedures. 11. Redemption Terms: The Issuer will have the option to redeem the 2031 Notes in whole, but not in part, on, and only on, March 30, 2030 at a redemption price equal to 100% of the principal amount of the 2031 Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding the redemption date. 12. Sinking Fund Terms: None. 13. Denomination: (i) One Rule 144A Global Note in the principal amount of $480,760,000.00 and (ii) one Regulation S Global Note in the principal amount of $19,240,000.00, but, in each case, if certificated at any time, then $2,000 and integral multiples of $1,000 in excess thereof. 14. Index Determination: The “Base Rate” shall be an accrued interest compounding factor calculated in accordance with the following formula: 360 �������� 1 + 1 360 �������������������� ���� �������� �� � � − � ���� ���� ����=1

 
where (i) “d0” refers, for any floating rate interest payment period, to the number of U.S. Government Securities Business Days in the relevant floating rate interest payment period, (ii) “i” refers to a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant floating rate interest payment period, (iii) “SOFRi”, for any day “i” in the relevant floating rate interest payment period, refers to a reference rate equal to SOFR (as defined below) in respect of that day, (iv) “ni” refers to the number of calendar days in the relevant floating rate interest payment period on which the rate is SOFRi and (v) “d” refers to the number of calendar days in the relevant floating rate interest payment period. For these calculations, the interest rate in effect on any U.S. Government Securities Business Day (as defined below) will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day. 15. Currency: United States dollars. 16. Currency election: Not applicable. 17. Portion of principal payable upon acceleration of Maturity: Not applicable. 18. Determination of Principal: Not applicable. 19. Defeasance provisions: The 2031 Notes are subject to the provisions of Sections 1302 and 1303 of the Indenture. 20. Global Security provisions: Two global notes are to be deposited with U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, MA 02110, as custodian for The Depository Trust Company, with the form of legend required by The Depository Trust Company. 21. Change in Events of Default: None. 22. Change in covenants set forth in Article Ten of Indenture: None. 23. Certain other terms: a. Day Count During Fixed Rate Period: Interest on the 2031 Notes during the Fixed Rate Period will be paid on the basis of a 360-day year consisting of twelve 30- day months. In the event that an interest payment date during the Fixed Rate Period is not a Business Day, the Issuer will pay interest on the next day that is a Business Day, but the payments made on such dates shall be treated as being made on the date that the payment was first due, with the same force and effect as if made on such interest payment date, and without any interest or other payment in respect to the delay.

 
b. Day Count During Floating Rate Period: Interest on the 2031 Notes during the Floating Rate Period will be paid on the basis of a 360-day year for the actual number of days elapsed. c. Business Days: “Business Day” any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or The City of Boston. d. CUSIP: 857477 BK8 / U85697 AC1 (Rule 144A / Regulation S) e. ISIN: US857477BK85 / USU85697AC16 (Rule 144A / Regulation S). 24. Certain defined terms: a. “SOFR”, with respect to any U.S. Government Securities Business Day, means the rate determined by the calculation agent in accordance with the following provisions: (1) the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or (2) if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (a), unless the Company or its designee has determined that both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal Reserve’s Website; or (3) if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred: (a) the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; or (b) the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or (c) the sum of: (i) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar- denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. b. “Benchmark” means the Secured Overnight Financing Rate compounded on a daily basis; provided that if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

 
c. “Benchmark Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR” that can be determined by the Company or its designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. d. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date: (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. e. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “floating rate interest payment period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determines is reasonably necessary). f. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

 
g. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. h. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. i. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. j. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. k. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. l. “New York Federal Reserve” means the Federal Reserve Bank of New York. m. “New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source. n. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company or its designee in accordance with the Benchmark Replacement Conforming Changes.

 
o. “Registration Rights Agreement” means (i) the registration rights agreement, dated as of March 30, 2020, among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC and (ii) with respect to any Additional Notes, one or more registration rights agreements entered into in connection with the issuance of such Additional Notes in a private offering by the Company after the date hereof, as such agreements may be amended from time to time. p. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. q. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. r. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 25. Certain matters regarding the Trustee and Paying Agent: Neither the Trustee or Paying Agent will be the designee of the Company for purposes of the determinations to be made under these Terms of Notes, and neither the Trustee or Paying Agent shall have any (i) responsibility or liability for the selection, adoption or determination of an alternative or replacement reference rate (including a Benchmark Replacement Adjustment or any Benchmark Replacement Conforming Changes) as a successor or replacement benchmark to SOFR (including whether any such rate is the appropriate Benchmark Replacement to SOFR or whether any other conditions to the designation of such rate or any of the determinations to be made pursuant to the above section “Determination of SOFR” have been satisfied) and shall be entitled to rely upon any determination or designation of such a rate (and any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, or other modifier) by the calculation agent, or the designee of the Company, or (ii) liability for any failure or delay by the Company or the designee of the Company in performing their respective duties under the Indenture or the Notes as a result of the unavailability of SOFR, or any other Benchmark Replacement described in these Terms of Notes or the failure of a Benchmark Replacement to be adopted.

 
Form of Note [Insert the Restricted Notes Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Global Notes Legend, if applicable pursuant to the provisions of the Indenture] STATE STREET CORPORATION Fixed-to-Floating Rate Senior Notes Due No. $ CUSIP: Issue Date: ISIN: State Street Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars ($ ) on , (herein called the “Maturity Date”), and to pay interest thereon (1) from and including , to, but excluding, , , (such period herein called the “Fixed Rate Period”), or from and including the most recent Fixed Rate Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on and (each, a “Fixed Rate Interest Payment Date”) of each year during the Fixed Rate Period, commencing on , and ending on , , at the rate of % per annum; and (2) from and including , , to, but excluding, the Maturity Date (such period herein called the “Floating Rate Period”), or from and including the most recent Floating Rate Period End Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears on the Floating Rate Interest Payment Date (as defined below) following, or with respect to, , , , , , and the Maturity Date (each such date, a “Floating Rate Period End Date”), at the Base Rate (as defined below) plus a spread of % (provided that in no event will the interest payable in respect of any interest payment period be less than zero), until the principal hereof is paid or made available for payment; provided, that if any scheduled Floating Rate Period End Date (other than the Maturity Date) falls on a day that is not a Business Day, then such date will be postponed to the next day that is a Business Day, except that, if the next such date falls in the next calendar month, then such date will be advanced to the immediately preceding day that is a Business Day; and provided further, that if the Maturity Date is not a Business Day, any payment of principal and interest otherwise due on such day will be made on the next succeeding date that is a Business Day, and no interest on such payment shall accrue for the period from and after such Maturity Date. The interest so payable, and punctually paid or duly provided for, on any Fixed Rate Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the and , whether or not a Business Day, next preceding such Fixed Rate Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Floating Rate Interest Payment Date, other than on the Maturity Date, will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the second Business Day next preceding such Floating Rate Interest Payment Date. Interest paid on the Maturity Date shall be paid to the Person to whom the principal will be payable. Any such interest not so punctually paid or duly provided for on such Fixed Rate Interest Payment Date or Floating Rate Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 1

 
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the City of Boston, Massachusetts, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, that for so long as this Security is a Global Security, payment of the principal of (and premium, if any) and any interest on this Security will be made by the Paying Agent by wire transfer in immediately available funds in U.S. dollars at the office of the Paying Agent; provided further, that, in the case of payments made at maturity of such Global Security, the Global Security is presented to the Paying Agent in time for the Paying Agent to make such payments in accordance with its normal procedures. Interest on this Security during the Fixed Rate Period shall be paid on the basis of a 360-day year consisting of twelve 30-day months. If a Fixed Rate Interest Payment Date for this Security falls on a day that is not a Business Day, the Company shall postpone the interest payment to the next succeeding Business Day, but the payments made on such dates shall be treated as being made on the date that the payment was first due, and Holders of Securities of this series shall not be entitled to any further interest or other payments with respect to such postponement. Interest payment periods during the Floating Rate Period for this Security will be, with respect to each Floating Rate Interest Payment Date, the period from and including the most recent interest payment period end date to which interest has been paid or duly provided for (or from and including in the case of the first interest payment period during the Floating Rate Period) to, but excluding, the immediately preceding Floating Rate Period End Date; provided that (i) the interest payment period with respect to the Maturity Date will be the period from and including the Floating Rate Period End Date immediately prior to the Maturity Date to, but excluding, the Maturity Date (i.e., the final Floating Rate Period End Date) and (ii) with respect to such final interest payment period, the level of SOFR for each calendar day in the period from, and including, the second U.S. Government Securities Business Day prior to the Maturity Date (the “Rate Cut-Off Date”) to, but excluding, the Maturity Date shall be the level of SOFR in respect of such Rate Cut-Off Date. Interest on this Security during the Floating Rate Period will be computed on the basis of a 360-day year for the actual number of days elapsed. For interest periods during the Floating Rate Period, the interest rate applicable to an interest payment period, which interest rate will be determined by the calculation agent following the applicable Floating Rate Period End Date (or, in the case of the final Floating Rate Period End Date (i.e., the Maturity Date), following the Rate Cut-off Date), will equal the Base Rate, calculated as described below, plus a spread of %; provided that in no event will the interest payable in respect of any interest payment period be less than zero. The “Base Rate” shall be an accrued interest compounding factor calculated in accordance with the following formula: �������� 360 1 + 1 360 �������������������� ���� �������� �� � � − � ���� ���� where (i) “d0” refers, for any floating����= 1rate interest payment period, to the number of U.S. Government Securities Business Days in the relevant floating rate interest payment period, (ii) “i” refers to a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant floating rate interest payment period, (iii) “SOFRi”, for any day “i” in the relevant floating rate interest payment period, refers to a reference rate equal to SOFR in respect of that day, (iv) “ni” refers to the number of calendar days in the relevant floating rate interest payment period on which the rate is SOFRi and (v) “d” refers to the number of calendar days in the relevant floating rate interest payment period. For these calculations, the interest rate in effect on any U.S. Government Securities Business Day will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day. For purposes of this Security, “SOFR”, with respect to any U.S. Government Securities Business Day, means the rate determined by the calculation agent in accordance with the following provisions:

 
1. the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or 2. if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (a), unless the Company or its designee has determined that both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal Reserve’s Website; or 3. if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred: a. the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; or b. the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or c. the sum of: (i) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. As used in this Security: 1. “Benchmark” means the Secured Overnight Financing Rate compounded on a daily basis; provided that if the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. 2. “Benchmark Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR” that can be determined by the Company or its designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. 3. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date: a. the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; b. if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; c. the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. 4. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of

 
“floating rate interest payment period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determines is reasonably necessary). 5. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: a. in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or b. in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. 6. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a. a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; b. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or c. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. 7. “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or The City of Boston. 8. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. 9. “Floating Rate Interest Payment Date” means the second Business Day following each Floating Rate Period End Date; provided, that the Floating Rate Interest Payment Date with respect to the final interest payment period will be the Maturity Date. If the scheduled Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date.

 
10. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. 11. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. 12. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. 13. “New York Federal Reserve” means the Federal Reserve Bank of New York. 14. “New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source. 15. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company or its designee in accordance with the Benchmark Replacement Conforming Changes. 16. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. 17. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. 18. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. If the Company or its designee has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election made by the Company or its designee with respect to the determination of SOFR (i) will be conclusive and binding absent manifest error; (ii) will be made in the Company’s or its designee’s sole discretion; and (iii) notwithstanding anything herein to the contrary, shall become effective without consent from the Holders or any other party. In case an acceleration of the maturity of the Securities shall have occurred and be continuing as a result of an Event of Default, the amount declared due and payable for the Securities (the “Stated Principal Amount”) upon any acceleration of the Securities shall be determined by State Street Bank and Trust Company (the “Bank”), or, if the Company has appointed a designee, after consultation with the Bank, by such designee, in its capacity as the calculation agent, and shall be an amount in cash equal to the Stated Principal Amount plus accrued and unpaid interest thereon calculated as if the date of such acceleration were the Maturity Date, final Floating Rate Period End Date (if applicable) and final Floating Rate Interest Payment Date. The calculation agent shall be the Bank, an affiliate thereof or a bank or other entity as the Company may appoint. The Company may appoint a different institution to serve as calculation agent from time to time after the original issue date of this Security without the consent of Holders of this Security and without notice. The calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be on file at the Company’s principal offices, will be made available to any noteholder upon request and will be final and binding in the absence of manifest error. All percentages used in or resulting from any calculation of the interest rate on this Security during the Floating Rate Period will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to

 
9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The interest rate on this Security during the Floating Rate Period will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Upon the occurrence, if any, of the events set forth in the Registration Rights Agreement (as defined in the Indenture), the Company shall pay additional interest on this Security, which shall accrue at a rate of 0.25% for the first 90-day period after the date of such event and increased by an additional 0.25% for each subsequent 90-day period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then applicable for this security, as set forth in the Registration Rights Agreement (“Additional Interest”). The Company shall pay all Additional Interest, if any, on the applicable interest payment date described herein in the same manner as interest is paid on this Security. Unless context otherwise requires, for the avoidance of doubt any references to “interest” with respect to this Security herein shall include any Additional Interest that may be payable pursuant to this paragraph. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2014 (herein called the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of May 8, 2017 (the “First Supplemental Indenture”) and a Second Supplemental indenture, dated as of March 30, 2020, in each case between the Company and the Trustee (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, herein called the “Indenture”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities of this series constitute the direct, unsecured and unsubordinated general obligations of the Company and shall at all times rank pari passu with all other existing and future senior unsecured indebtedness of the Company. The Securities of this series are subject to redemption, at the election of the Company, upon not less than 30 days’ and not more than 60 days written notice by mail to Holders, in whole, but not in part, on, and only on, , at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, as provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. For the purpose of this paragraph, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default or Covenant Breach in respect of such Securities.

 
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Covenant Breach with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Covenant Breach, as applicable, as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the law of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. - end of page - [Signatures appear on the following page]

 
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: _________, ____ STATE STREET CORPORATION By: Name: Title: Attest: By: Name: Title:

 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated: _________, _____ By: Name: Authorized Signatory A-8

 
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES This certificate relates to $____ principal amount of Notes held in (check applicable space) _____ book-entry or ______ definitive form by the undersigned. The undersigned (check one box below):  has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or  has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1)  to the Company or any subsidiary thereof; or (2)  to the Security Registrar for registration in the name of the Holder, without transfer; or (3)  pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or (4)  to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or (5)  pursuant to offers and sales to non-U.S. persons that occur outside the United States of America within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or (6)  pursuant to another available exemption from registration under the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (6) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. __________________________________________________ Your Signature Date: ________________ __________________________________________________ Signature of Signature Guarantor

 
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ________________ __________________________________________________ NOTICE: To be executed by an executive officer Name: Title: Signature Guarantee*: _____________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The initial outstanding principal amount of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Signature of Amount of decrease Amount of increase Principal Amount authorized signatory in Principal in Principal of this Global Note of Trustee, Amount of this Amount of this following such Depositary or Date of Exchange Global Note Global Note decrease or increase Custodian

 
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 2020 (this “Agreement”), is entered into by and among State Street Corporation, a Massachusetts corporation (the “Company”), and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the initial purchasers set forth on Schedule 1 to the Purchase Agreement (as defined herein) (the “Initial Purchasers”). The Company and the Representatives are parties to the Purchase Agreement dated March 26, 2020 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $750,000,000 in principal amount of the Company’s Fixed-to-Floating Rate Senior Notes due 2023 (the “2023 Notes”), $500,000,000 in principal amount of the Company’s Fixed-to-Floating Rate Senior Notes due 2026 (the “2026 Notes”) and $500,000,000 in principal amount of the Company’s Fixed-to- Floating Rate Senior Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Securities”). The Securities will be issued by the Company under an indenture (the “Original Indenture”) dated as of October 31, 2014, between the Company and U.S. Bank National Association, as trustee, as supplemented by the first supplemental indenture dated as of May 8, 2017 and the second supplemental indenture dated as of the date hereof, in each case between the Company and the Trustee (the first and second supplemental indentures together with the Original Indenture, the “Indenture”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide for the Initial Purchasers and their direct and indirect transferees to receive the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6(g) of the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: “2023 Notes” shall have the meaning set forth in the preamble. “2026 Notes” shall have the meaning set forth in the preamble. “2031 Notes” shall have the meaning set forth in the preamble. “Agreement” shall have the meaning set forth in the preamble. “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York or Boston, Massachusetts are authorized or required by law to remain closed. For purposes of this Agreement, if the day on which any deadline specified in this Agreement expires is not a Business Day, such deadline shall be deemed to expire on the next succeeding Business Day.

 
“Closing Date” shall have the meaning set forth in the Purchase Agreement. “Company” shall have the meaning set forth in the preamble. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. “Exchange Offer” shall mean the exchange offer of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. “Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. “Exchange Securities” shall mean senior unsecured notes issued by the Company under the Indenture containing terms identical to the Registrable Securities (except that such notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional annual interest rate for failure to comply with this Agreement applicable to the Registrable Securities will not apply to such notes) and to be offered to Holders of Registrable Securities in exchange for Securities pursuant to the Exchange Offer. “FINRA” shall mean the Financial Industry Regulatory Authority, Inc. “Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offer and sale of the Securities or the Exchange Securities. “Holder Notice” shall have the meaning set forth in Section 2(b) hereof. “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 6 hereof, the term “Holders” shall include Participating Broker-Dealers. “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof. “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof. -2-

 
“Indenture” shall have the meaning set forth in the preamble. “Initial Purchasers” shall have the meaning set forth in the preamble. “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof. “Issuer Information” shall have the meaning set forth in Section 5(a) hereof. “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. “Original Indenture” shall have the meaning set forth in the preamble. “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including (i) any preliminary prospectus and (ii) any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. “Purchase Agreement” shall have the meaning set forth in the preamble. “Registrable Securities” shall mean the Securities; provided that any Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and the Securities have been exchanged, disposed of or distributed pursuant to such Registration Statement, (ii) when such Securities cease to be outstanding or (iii) when the Exchange Offer is consummated, except in the case of Securities that otherwise remain Registrable Securities that are held by a Holder that was ineligible to participate in the Exchange -3-

 
Offer or participated in the Exchange Offer and did not receive fully tradable Exchange Securities pursuant to the Exchange Offer. “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred by the Company in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one firm of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities, which firm shall be selected by the Underwriters or the Majority Holders), (iii) the costs incident to the preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements, and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee, (vii) the reasonable fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees (not to exceed $50,000) and disbursements of one counsel for the Holders (which counsel shall be Cravath, Swaine & Moore LLP) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding any or all fees and expenses of advisors or counsel to any Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders, any underwriting discounts and commissions, and any brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. “Registration Statement” shall mean any registration statement that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. “Representatives” shall have the meaning set forth in the preamble. “SEC” shall mean the United States Securities and Exchange Commission. “Securities” shall have the meaning set forth in the preamble. “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof. -4-

 
“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. “Shelf Registration Statement” shall mean a “shelf” registration statement that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. “Shelf Request” shall have the meaning set forth in Section 2(b) hereof. “Staff” shall mean the staff of the SEC. “Target Registration Date” shall mean the date which is 366 days from the Closing Date. “Trigger Date” shall have the meaning set forth in Section 2(d) hereof. “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. “Trustee” shall mean the trustee with respect to the Securities under the Indenture. “Underwriter” shall have the meaning set forth in Section 3(e) hereof. “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public. 2. Registration under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company shall use its reasonable best efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all outstanding Registrable Securities for Exchange Securities and (y) cause such Registration Statement to remain effective until 180 days after the date the Exchange Offer Registration Statement became effective for use by one or more Participating Broker-Dealers. The Company shall cause the Exchange Offer to be commenced promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use its reasonable best efforts to cause the Exchange Offer to be completed no later than the Target Registration Date. -5-

 
The Company shall cause the Exchange Offer to be commenced by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange, except to the extent not permitted by law, applicable interpretations of the Staff or as otherwise contemplated in this Agreement; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days (in accordance with the Exchange Act) from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by effecting such withdrawal in compliance with the applicable procedures of the institution as shall be set forth in the letter(s) of transmittal and in compliance with the applicable procedures of the depositary for the Registrable Securities. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (I) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (II) at the time of the commencement of the Exchange Offer it is not engaged in, and does not intend to engage in, and it has no arrangement or understanding with any Person to participate in, the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the Securities Act, (III) it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or, if it is such an “affiliate,” such Holder will comply with the prospectus delivery requirements of the Securities Act to the extent applicable in connection with any resale of the Exchange Securities and (IV) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market making or other trading activities, then such Holder will comply with the prospectus delivery requirements of the Securities Act, to the extent applicable, in connection with any resale of the Exchange Securities. Each Holder hereby acknowledges and agrees that any broker-dealer and any -6-

 
such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Registrable Securities acquired by such Holder directly from the Company. As soon as practicable after the last Exchange Date, the Company shall: (i) cause the Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer to be accepted for exchange; (ii) cause all Registrable Securities or portions thereof so accepted for exchange to be delivered to the Trustee for cancellation; (iii) issue Exchange Securities equal in principal amount to the principal amount of the Registrable Securities validly tendered by such Holder; and (iv) cause the Trustee to promptly authenticate and deliver to each Holder such Exchange Securities. The Company shall use its reasonable best efforts to cause the Exchange Offer to be completed as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff and customary conditions relating to the delivery of Securities or other actions customarily taken by Holders participating in the Exchange Offer or the execution and delivery of customary documentation relating to the Exchange Offer. (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) a Holder participating in the Exchange Offer does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) and notifies (a “Holder Notice”) the Company within 30 days after such Holder first becomes aware of such restrictions, (iii) the Exchange Offer, for any other reason, is not completed by the Target Registration Date or (iv) the Company -7-

 
receives a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company shall use its reasonable best efforts to cause to be filed, as soon as practicable after the date of such determination, Holder Notice or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) of the preceding sentence, the Company shall use its reasonable best efforts to cause to be filed and become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers, if any, after completion of the Exchange Offer. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period of one year from the effective date of such Shelf Registration Statement or such shorter period that will terminate when all of the Securities covered by the Shelf Registration Statement cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company further agrees to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities registered on such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to any Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. -8-

 
In the event that either the Exchange Offer is not completed by the Target Registration Date or the Shelf Registration Statement, if required pursuant to Sections 2(b)(i) or 2(b)(iii) hereof, is not effective by the Target Registration Date, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90- day period immediately following such date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a maximum total increase of 0.50% per annum. In the event that the Company receives a Holder Notice or Shelf Request pursuant to Sections 2(b)(ii) or 2(b)(iv) hereof, and the Shelf Registration Statement required to be filed thereby has not become effective by the later of (x) the Target Registration Date or (y) 90 days after delivery of such Holder Notice or Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90- day period, in each case until the Shelf Registration Statement becomes effective, up to a maximum total increase of 0.50% per annum. If the Shelf Registration Statement, if required hereby, is effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (the 60th such date, the “Trigger Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Trigger Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.50% per annum, and ending on such date that the Shelf Registration Statement is again effective or the Prospectus again becomes usable. Any additional interest payable by the Company due to the increases in annual interest rate described in this Agreement will be paid in accordance with and pursuant to the terms of the Indenture. The additional interest referenced in this Section 2(d) shall be the sole remedy of any Holder (other than a Participating Broker-Dealer) with respect to any Exchange Offer Registration and Shelf Registration and related matters provided for in this Agreement. 3. Registration Procedures. (a) In connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as soon as reasonably practicable: (i) cause the preparation and filing with the SEC of a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be -9-

 
filed therewith; and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; (ii) cause the preparation and filing with the SEC of such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and cause each Prospectus to be kept current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; (iii) to the extent any Free Writing Prospectus is used, cause the filing with the SEC of any Free Writing Prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and the retention of any Free Writing Prospectus not required to be filed to the extent required by SEC rules; (iv) in the case of a Shelf Registration, use its reasonable best efforts upon written request, to furnish to each Holder of Registrable Securities included on such Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in writing in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company consents to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; (v) in the case of an Exchange Offer Registration Statement, use its reasonable best efforts to cause the registration and qualification of the Registrable Securities under all applicable state securities or blue sky laws, if and to the extent legally required in order to effect the Exchange Offer, and, in the case of a Shelf Registration Statement and if necessary to permit sales under the Shelf Registration Statement, cooperate with the selling Holders and its counsel to register or qualify the Registrable Securities under the applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by such Shelf Registration Statement shall reasonably request in writing by the time the applicable Shelf Registration Statement becomes effective; -10-

 
cooperate with such Holders in connection with any filings required to be made with FINRA; and use its reasonable best efforts to cause any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that the Company shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to subject itself to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject; (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities included on such Shelf Registration Statement and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus or any amendment or supplement thereto untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances under which they were made) and (6) of any determination by the Company that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be required; (vii) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Shelf Registration Statement on the proper form, as promptly as reasonably -11-

 
practicable and provide prompt notice to each Holder of the withdrawal of any such order or such resolution; (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities included on such Shelf Registration Statement, without charge, upon written request, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested in writing), if such documents are not available via EDGAR; (ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities included on such Shelf Registration Statement to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and, in the case of certificated securities, registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least three Business Days prior to the closing of any sale of Registrable Securities; (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use its reasonable best efforts to cause the preparation and filing with the SEC of a supplement or post-effective amendment to such Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Holders of Registrable Securities and the Initial Purchasers, as applicable, to suspend use of the Prospectus or any Free Writing Prospectus as promptly as reasonably practicable after the occurrence of such an event, and such Holders and Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company has caused the Prospectus or the Free Writing Prospectus, as the case may be, to be amended or supplemented to correct such misstatement or omission; (xi) within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, or any amendment of or supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus, in each case, excluding any document that is to be incorporated by reference into such Registration Statement, Prospectus, Free Writing Prospectus or any amendment or supplement thereto after the initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities included on such Shelf Registration Statement and their -12-

 
counsel) and make representatives of the Company, as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities included on such Shelf Registration Statement or their counsel), available for discussion of such document; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall have previously reasonably objected in writing within five Business Days after receipt thereof, unless the Company in good faith reasonably believes such Prospectus, amendment or supplement to a Prospectus is required by applicable law; (xii) use reasonable best efforts to obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement; (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (xiv) in the case of a Shelf Registration, make available for inspection, solely for due diligence purposes to the extent appropriate, by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, one firm of counsel and one firm of accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, such financial and other records, pertinent documents and access to properties of the Company and its subsidiaries as such persons may reasonably request, and cause the officers, directors and employees of the Company to supply all such information and access reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that each Person receiving such information shall take such actions as are reasonably necessary to protect the -13-

 
confidentiality of such information (including, without limitation, entering into a confidentiality agreement in customary form if requested by the Company); (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably concludes is required to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing; and (xvi) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, in an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when required by the applicable underwriting agreement or requested by the Holder, as applicable, (2) solely with respect to an Underwritten Offering, obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders of a majority in principal amount of the Registrable Securities being sold and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of such Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) solely with respect to an Underwritten Offering, obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of such Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus, and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (1) above and to evidence compliance with any customary -14-

 
conditions contained in an underwriting agreement; it being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Securities are customary. (b) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing; provided that if such Holder fails to provide the requested information within 15 Business Days, the Company may exclude such Holder’s Registrable Securities from such Shelf Registration Statement until such time as the information is provided. (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. (d) If the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company may give any such notice only twice during any 365-day period, any such suspensions shall not exceed 60 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period. (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Company (provided the lead Underwriter shall also be reasonably acceptable to Holders of a majority in principal amount of the Registrable Securities included in such offering). However, in the event of an Underwritten Offering, each Holder agrees that, neither such Holder nor any Underwriter participating in any disposition pursuant to any Registration Statement on such Holder’s behalf, will make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the -15-

 
Securities Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company. 4. Participation of Broker-Dealers in Exchange Offer. (a) The Company has been advised that the Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company has been advised that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker- Dealers may resell the Exchange Securities, without naming the Participating Broker- Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees, if so requested by one or more Holders who is a Participating Broker-Dealer, to use its reasonable best efforts to cause the Prospectus contained in the Exchange Offer Registration Statement to be amended or supplemented for a period ending on the earlier of (i) 180 days after the date the Exchange Offer Registration Statement becomes effective (as such period may be extended pursuant to Section 3(d) hereof) and (ii) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market making or other trading activities, in each case to the extent necessary to ensure that the Exchange Offer Registration Statement is available for resale of the Registrable Securities acquired by the Participating Broker-Dealers. The Company further consents to the delivery of (or, to the extent permitted by law, agree to make available) such Prospectus by Participating Broker-Dealers during such period in connection with the resales contemplated by this Section 4. (c) The Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that a Holder may make pursuant to Section 4(b) hereof. 5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, each Holder, their respective affiliates, directors and officers and each Person, if any, -16-

 
who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or in any amendment thereof or any supplement thereto, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing by or on behalf of such parties expressly for use therein. In connection with any Underwritten Offering permitted by Section 3 hereof, the Company agrees to also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and its affiliates, directors and officers, and the Initial Purchasers and the other selling Holders and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by or on behalf of such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus. (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been -17-

 
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b). If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser or its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by such Initial Purchasers, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Person. (d) If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute -18-

 
to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Holders, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and the Holders, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the officers or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. -19-

 
6. General. (a) No Inconsistent Agreements. The Company represents, warrants and agrees that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company under any other agreement and (ii) the Company has not entered into, and on or after the date of this Agreement, will not enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 6 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. (c) Notices. Except as otherwise specified herein, all notices and other communications provided for or permitted hereunder shall be made in writing by hand- delivery, registered first-class mail, email or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) if to such other persons, at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if emailed; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement -20-

 
or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. (e) Third-Party Beneficiaries. Each Holder shall be a third-party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. (h) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. (i) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, void or unenforceable provisions. (j) Delegation by the Company. All references to obligations of the Company to take or not take any actions shall be satisfied so long as the Company causes such actions to be taken or not taken, as applicable. [Signatures on following pages] -21-

 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. STATE STREET CORPORATION By: __/s/ John J. Slyconish_____________________________ Name: John J. Slyconish Title: Executive Vice President amd Treasurer [Signature Page to the Registration Rights Agreement]

 
The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. MORGAN STANLEY & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director BOFA SECURITIES, INC. By: /s/ Robert J. Little Name: Robert J. Little Title: Managing Director WELLS FARGO SECURITIES, LLC By: /s/ Carolyn Hurley Name: Carolyn Hurley Title: Director Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. [Signature Page to the Registration Rights Agreement]