RESTATED ARTICLES OF ORGANIZATION OF REGISTRANT, AS AMENDED

The Commonwealth of Massachusetts

JOHN F. X. DAVOREN

Secretary of the Commonwealth

STATE HOUSE, BOSTON, MASS.

RESTATED ARTICLES OF ORGANIZATION

General Laws, Chapter 156B, Section 74

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We, George B. Rockwell

  

, President/and

Winthrop B. Walker

  

, Clerk of

State Street Boston Financial Corporation

(Name of Corporation)

located at 225 Franklin Street, Boston, Massachusetts 02101 do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted on June 11, 1970, by written consent of the holder of

 

100

  

shares of

  

Common Stock

  

out of

  

100

  

shares outstanding,

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding, and

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding,

  

  

(Class of Stock)

  

  

  

being all of the stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby:-

1. The name by which the corporation shall be known is:- State Street Boston Financial Corporation

2. The purposes for which the corporation is formed are as follows:- See Continuation Sheet 2A.

Note:

Provisions for which the space provided under articles 2, 4, 5, and 6 is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Indicate under each article where the provision is set out. Continuation sheets shall be on 8 1/2” wide × 11” high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:

 

CLASS OF STOCK

  

WITHOUT PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE

  

  

NUMBER OF
SHARES

  

PAR VALUE

Preferred

  

700,000

  

0

  

 

—  

Common

  

0

  

3,500,000

  

$

10

 

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

See Continuation Sheet 4A

*5. The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows:

None

*6. Other lawful provision, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

See Continuation Sheets 6A, 6B, and 6C.

 

*

If there are no such provisions, state “None”.

CONTINUATION SHEET 2A

To acquire, hold, dispose of and otherwise deal in and with securities (including but not limited to stocks, shares, evidences of beneficial interest, evidences of indebtedness and evidences of any right to subscribe for or purchase or sell any thereof), and any interest therein, issued or created by or evidencing or representing any interest in any one or more banks, trust companies, other corporations, associations, trusts, firms, partnerships, governments, governmental or political units, instrumentalities, subdivisions, agencies or authorities, or other organizations, persons or entities, public or private; and

To engage in any other lawful business or activity in which a corporation organized under the Business Corporation Law of Massachusetts is permitted to engage.

CONTINUATION SHEET 4A

The board of directors is authorized, subject to the limitations prescribed by law and these articles, to divide the Preferred Stock into two or more series and to establish and designate each series and fix and determine the variations in the relative rights and preferences as between the different series, provided that all shares of the Preferred Stock shall be identical except that there may be variations fixed and so determined between different series as to:

(a) The number of shares constituting each series and the distinctive designation of that series;

(b) Whether or not the shares of any series shall be redeemable and, if redeemable, the price (which may vary under different conditions and at different redemption dates), the terms and the manner of redemption, including the date or dates on or after which they shall be redeemable;

(c) The dividend rate on the shares of each series, the conditions and dates upon which dividends thereon shall be payable, the extent, if any, to which dividends thereon shall be cumulative, and the relative rights of preference, if any, of payment of dividends thereon;

(d) The rights of each series on liquidation, voluntary or involuntary, including dissolution or winding up of the corporation;

(e) The sinking fund or purchase fund provisions, if any, applicable to each series, including without limitation the annual amount thereof and the terms relating thereto;

(f) The conversion rights, if any, of each series, including the terms and conditions of conversion, which terms and conditions may contain provisions for adjustment of the conversion rate in such events as the board of directors shall determine; and

(g) The conditions under which each series shall have separate voting rights or no voting rights, in addition to the voting rights provided by law.

CONTINUATION SHEET 6A

By-laws

The board of directors is authorized to make, amend or repeal the by-laws of the corporation in whole or in part, except with respect to any provision thereof which by law, by these articles of organization or by the by-laws requires action by the stockholders.

Place of Meetings of the Stockholders

Meetings of the stockholders may be held anywhere in the United States.

Partnership

The corporation may be a partner in any business enterprise which the corporation would have power to conduct by itself.

Indemnification of Directors, Officers and Others

The corporation shall indemnify each person who is or was a director, officer, employee or other agent of the corporation, and each person who is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another organization in which it directly or indirectly owns shares or of which it is directly or indirectly a creditor, against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee, agent or trustee, or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action

CONTINUATION SHEET 6B

was in the best interests of the corporation. Expenses, including but not limited to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding, may be paid from time to time by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized hereunder.

As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, (a) by vote of a majority of the disinterested directors then in office (even though the disinterested directors be less than a quorum), or (b) by any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested directors, or (c) by vote of the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested person, or (d) by any disinterested person or persons to whom the question may be referred by vote of the holders of a majority of such stock. No such approval shall prevent the recovery from any such officer, director, employee, agent or trustee of any amounts paid to him or on his behalf as indemnification in accordance by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation.

 

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee, agent or trustee may be entitled or which may lawfully be granted to him. As used herein, the terms “director”, “officer”, “employee”, “agent” and “trustee” include their respective executors, administrators and other legal representatives, an “interested” person is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a “disinterested” person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened.

By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board of directors may from time to time deem appropriate, on behalf of any person who is or was a director, officer, employee or other agent of the

CONTINUATION SHEET 6C

corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another organization in which it directly or indirectly owns shares or of which it is directly or indirectly a creditor, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

Intercompany Transactions

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other organization of which one or more of its directors or officers are directors, trustees or officers, or in which any of them has any financial or other interest, shall be void or voidable, or in any way affected, solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes, approves or ratifies the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee which authorizes, approves or ratifies the contract or transaction, and the board or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically authorized, approved or ratified in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee thereof which authorizes, approves or ratifies the contract or transaction. No director or officer of the corporation shall be liable or accountable to the corporation or to any of its stockholders or creditors or to any other person, either for any loss to the corporation or to any other person or for any gains or profits realized by such director or officer, by reason of any contract or transaction as to which clauses (a), (b) or (c) above are applicable.

 

*We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles 3 and 4

 

(*If there are no such amendments, state “None”.)

Article Three is amended by increasing the authorized capital stock of this corporation by

(a) 3,485,000 shares of Common Stock, $10 par value, to a total of 3,500,000 shares; and

(b) 700,000 shares of Preferred Stock, without par value.

Article Four is amended by the addition of provisions authorizing the Board of Directors to divide the Preferred Stock into two or more series and to establish and designate each series and fix and determine the variations in the relative rights and preferences as between the different series.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have signed our names

this 11th day of June in the year 1970.

 

 

/s/ GEORGE B. ROCKWELL

 

 

President

 

 

/s/ WINTHROP B. WALKER

 

 

Clerk

 

 

 

The Commonwealth of Massachusetts

Secretary of the Commonwealth

STATE HOUSE, BOSTON, MASS.

02133

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

Peter S. Maher

  

  

Senior Vice President, and

  

  

Dean W. Harrison

  

  

Clerk of

  

STATE STREET BOSTON FINANCIAL CORPORATION

(Name of Corporation)

located at 225 Franklin Street, Boston, Massachusetts 02101 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on April 20, 1977, by vote of

 

1,664,380

  

shares of

  

Common

  

out of

  

2,280,323

  

shares outstanding,

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding, and

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding, and

  

  

(Class of Stock)

  

  

  

being at least a majority of each class outstanding and entitled to vote thereon

For amendments adopted pursuant to Chapter 156B. Section 70

For amendments adopted pursuant to Chapter 156B. Section 71

NOTE: Amendment for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be an 8 1/2” wide × 11” high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

VOTED: to change the name of the STATE STREET BOSTON FINANCIAL CORPORATION to STATE STREET BOSTON CORPORATION.

CONSENT

On April 20, 1977, the stockholders of State Street Boston Financial Corporation voted to change the name of said corporation to State Street Boston Corporation.

 

The undersigned hereby consent to said corporation’s change of name to State Street Boston Corporation.

 

 

 

STATE STREET BOSTON LEASING COMPANY, INC. 225 Franklin Street

Boston, Massachusetts 02101

Date 4/20/77

 

 

By

 

/s/ [ILLEGIBLE] EXECUTIVE VICE PRESIDENT

 

 

Its

 

SENIOR MANAGER

 

 

STATE STREET BOSTON CREDIT COMPANY, INC.

225 Franklin Street

Boston, Massachusetts 02101

Date 4/20/77

 

 

By

 

/s/ PETER S MAHER

 

 

Its

 

General Manager

 

 

STATE STREET BOSTON SECURITIES SERVICES CORP.

40 Exchange Place

New York, New York

Date 4/20/77

 

 

By

 

/s/ [ILLEGIBLE]

 

 

Its

 

President

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this twentieth day of April, in the year 1977

 

/s/ PETER S. MAHER

  

Senior Vice President

/s/ DEAN W. HARRISON

  

Clerk

 

 

 

 

 

 

The Commonwealth of Massachusetts

  

MICHAEL JOSEPH CONNOLLY

Secretary of State

ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

  

FEDERAL INDENTIFICATION

No. 04-2456637

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

Robert J. Malley

  

Senior Vice President, and

  

Christoph H. Schmidt

  

Clerk of

State Street Boston Corporation

(Name of Corporation)

located at 225 Franklin Street, Boston, Massachusetts 02110 do hereby certify that the following amendments to the articles of organization of the corporation were duly adopted at a meeting held on April 21, 1982, by vote of

 

1,315,382

  

shares of

  

Common Stock

  

out of

  

2,111,476

  

shares outstanding, on Vote 1

  

  

(Class of Stock)

  

  

  

1,089,224

  

shares of

  

Common Stock

  

out of

  

2,111,476

  

shares outstanding, on Vote 2 and

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding.

  

  

(Class of Stock)

  

  

  

being at least a majority of each class outstanding and entitled to vote thereon:- /1/

 

(Vote 1)

  

VOTED: That Article 3 of the Articles of Organization of this Corporation is hereby amended to increase the number of authorized shares of Common Stock, $10 par value, of the Corporation from 3,500,000 to 7,000,000; and that the Board of Directors be and it hereby is authorized to issue any and all of the authorized but unissued shares of the Common Stock, $10 par value, of this Corporation at such time or times, to such persons, and for such lawful consideration, including cash, tangible or intangible property, services or expenses, or as stock dividends, as may be determined from time to time by the Board of Directors.

For amendments adopted pursuant to Chapter 156B, Section 70

For amendments adopted pursuant to Chapter 156B, Section 71

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 × 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

 

The total amount of capital stock already authorized is

 

  

 

(-0- shares preferred)

  

 

  

with par value

 

(3,500,000 shares common)

  

 

(700,000 shares preferred)

  

 

  

without par value

 

(-0- shares common)

  

The amount of additional capital stock authorized is

 

  

 

(-0- shares preferred)

  

 

  

with par value

 

(3,500,000 shares common)

  

 

(2,800,000 shares preferred)

  

 

  

without par value

 

(-0- shares common)

  

 

(Vote 2)

  

VOTED: That Article 3 of the Articles of Organization of this Corporation is hereby amended to increase the number of authorized shares of Preferred Stock, no par value, of the Corporation from 700,000 to 3,500,000; and that the Board of Directors be and it hereby is authorized to issue any and all of the authorized but unissued shares of the Preferred Stock, no per value, of this Corporation at such time or times, to such persons, and for such lawful consideration, including cash, tangible or intangible property, services or expenses, or as stock dividends, as may be determined from time to time by the Board of Directors.

The foregoing amendments will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this eleventh day of May, in the year 1982

 

/s/ ROBERT J. MALLEY

  

Senior Vice President

/s/ CHRISTOPHER H. SCHMIDT

  

Clerk

 

 

 

 

 

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

Secretary of State

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

  

FEDERAL IDENTIFICATION

NO. 04-2456637

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

William S. Edgerly

  

President, and

  

Robert J. Malley

  

Secretary of

State Street Boston Corporation

(Name of Corporation)


located at 225 Franklin Street, Boston, Massachusetts 02110 do hereby certify that the following amendments to the articles of organization of the corporation were duly adopted at a meeting held on April 20, 1983, by vote of Common Stock

 

3,223,000

  

shares of

  

$10.00 par value

  

out of

  

4,311,465

  

shares outstanding,

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding, and

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding.

  

  

(Class of Stock)

  

  

  

being at least a majority of each class outstanding and entitled to vote thereon:-/1/

VOTED:

That Article 3 of the Corporation’s Articles of Organization be amended to change the authorized common stock from 7,000,000 shares having a par value of $10.00 per share to 14,000,000 shares having a par value of $1.00 per share; and that the Board of Directors be and it hereby is authorized to issue any and all of the authorized but unissued shares of the Common Stock, $1 par value, of this Corporation at such time or times, to such persons, and for such lawful consideration, including cash, tangible or intangible property, services or expenses, or as such stock dividends, as may be determined from time to time by the Board of Directors.”

For amendments adopted pursuant to Chapter 156B, Section 70

For amendments adopted pursuant to Chapter 156B, Section 71

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 × 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

 

The total amount of capital stock already authorized is

 

  

 

(        shares preferred)

  

 

  

with par value

 

(        shares common)

  

 

(        shares preferred)

  

 

  

without par value

 

(        shares common)

  

The amount of additional capital stock authorized is

 

  

 

(        shares preferred)

  

 

  

with par value

 

(        shares common)

  

 

(        shares preferred)

  

 

  

without par value

 

(        shares common)

  

 

 

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 21 st day of April, in the year 1983.

 

/s/ WILLIAM S. EDGERLY

 

President

/s/ ROBERT J. MALLEY

 

Secretary

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within articles of amendment and the filing fee in the amount of $75.00 having been paid, said articles are deemed to have been filed with me this 22nd day of April, 1983.

 

[stamp]

  

/s/ MICHAEL JOSEPH CONNOLLY

  

  

MICHAEL JOSEPH CONNOLLY

  

  

Secretary of State

  

TO BE FILLED IN BY CORPORATION

PHOTO COPY OF AMENDMENT TO BE SENT

 

 

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

  

FEDERAL IDENTIFICATION

No. 04-2456637

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

William S. Edgerly

  

, President, and

  

Robert J. Malley

  

Secretary & Clerk of

STATE STREET BOSTON CORPORATION

(Name of Corporation)

 

located at 225 Franklin Street, Boston, Massachusetts 02101 do hereby certify that the following amendment to the articles of organization of the Corporation was duly adopted at a meeting held on April 17, 1985, by vote of

 

6,669,209

  

shares of

  

Common Stock

  

out of

  

8,241,453

  

shares outstanding.

  

  

$1 par (Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding, and

  

  

(Class of Stock)

  

  

  

  

shares of

  

  

out of

  

  

shares outstanding.

  

  

(Class of Stock)

  

  

  

being at least a majority of each class outstanding and entitled to vote thereon:- /1/

“VOTED: That Article 3 of the Articles of Organization be amended to increase the authorized number of shares of Common Stock of the Corporation, $1 par value, from 14 million to 28 million.”

For amendments adopted pursuant to Chapter 156B, Section 70

For amendments adopted pursuant to Chapter 156B, Section 71

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 × 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

TO CHANGE the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:

The total presently authorized is:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

COMMON

  

-0-

  

14,000,000

  

$

1

PREFERRED

  

3,500,000

  

-0-

  

CHANGE the total to:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

COMMON

  

-0-

  

28,000,000

  

$

1

PREFERRED

  

3,500,000

  

-0-

  

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 25th day of April, in the year 1985.

 

/s/ WILLIAM S. EDGERLY

  

President

/s/ ROBERT J. MALLEY

  

Secretary & Clerk

 

 

 

 

 

 

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

  

FEDERAL IDENTIFICATION

NO. 04-2456637

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

David A. Spina

 

Robert J. Malley

  

Executive Vice President,

and

Secretary & Clerk of

STATE STREET BOSTON CORPORATION

(Name of Corporation)

located at 225 Franklin Street, Boston, Massachusetts 02101 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on April 16, 1986, by vote of

 

14,092,857

 

shares of

 

Common Stock

 

out of

 

17,216,198

 

shares outstanding.

 

 

(Class of Stock)

 

 

 

 

shares of

 

 

out of

 

 

shares outstanding,

and

 

 

(Class of Stock)

 

 

 

 

shares of

 

 

out of

 

 

shares outstanding.

 

 

(Class of Stock)

 

 

 

being at least a majority of each class outstanding and entitled to vote thereon:-/1/

“VOTED: That Article 3 of the Articles of Organization be amended to increase the authorized number of shares of Common Stock of the Corporation, $1 par value, from 28 million to 56 million.”

 

For amendments adopted pursuant to Chapter 156B, Section 70.

For amendments adopted pursuant to Chapter 156B, Section 71.

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 × 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

TO CHANGE the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:

The total presently authorized is:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

COMMON

  

-0-

  

28,000,000

  

$

1

PREFERRED

  

3,500,000

  

-0-

  

CHANGE the total to:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

COMMON

  

-0-

  

56,000,000

  

$

1

PREFERRED

  

3,500,000

  

-0-

  

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 9th day of May, in the year 1986.

 

/s/ David A. Spina

  

Executive Vice President

/s/ Robert J. Malley

  

Clerk and Secretary

 

 

 

 

 

 

 

 

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

  

FEDERAL IDENTIFICATION

NO. 04-2456637

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

David A. Spina

 

Robert J. Malley

  

Executive Vice President,

and

Secretary & Clerk of

STATE STREET BOSTON CORPORATION

(Name of Corporation)

located at 225 Franklin Street, Boston, Massachusetts 02101 do hereby certify that the following amendments to the articles of organization of the corporation were duly adopted at a meeting held on April 15, 1987, by vote of

 

27,682,822

 

shares of

 

Common Stock

 

out of

 

35,116,000

 

shares outstanding, Amendment

#1

 

 

(Class of Stock)

 

 

 

27,501,803

 

shares of

 

Common Stock

 

out of

 

35,116,000

 

shares outstanding, Amendment

#2

 

 

(Class of Stock)

 

 

 

 

shares of

 

 

out of

 

 

shares outstanding.

 

 

(Class of Stock)

 

 

 

being at least two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereby:-/2/

AMENDMENT #1

“VOTED: That Article 6 of the Corporation’s Articles of Organization be amended to add the following new paragraph pursuant to the Business Corporation of Massachusetts:

(See Continuation Sheet 1A, attached)

For amendments adopted pursuant to Chapter 156B, Section 70

For amendments adopted pursuant to Chapter 156B, Section 71

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 × 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

 

TO CHANGE the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:

The total presently authorized is:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

  

  

  

  

  

  

  

  

  

CHANGE the total to:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

  

  

  

  

  

  

  

  

  

STATE STREET BOSTON CORPORATION

Continuation Sheet 1A

Amendment # 1 (continued)

“Liability of Directors

A director of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, provided, however, that this paragraph of Article Six shall not eliminate the liability of a director to the extent such liability is imposed by applicable law (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director derived an improper personal benefit, or (iv) for paying a dividend, approving a stock repurchase or making loans which are illegal under certain provisions of Massachusetts law, as the same exists or hereafter may be amended. If Massachusetts law is hereafter amended to authorize the further limitation of the legal liability of the directors of this corporation, the liability of the directors shall then be deemed to be limited to the fullest extent then permitted by Massachusetts law as so amended. Any repeal or modification of this paragraph of this Article Six which may hereafter be effected by the stockholders of this corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director for acts or omissions prior to such repeal or modification.”

Continuation Sheet 2A

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

The corporation shall to the fullest extent legally permissible indemnify each person who is or was a director, officer, employee or other agent of the corporation and each person who is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee, agent or trustee, or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (any person serving another organization in one or more of the indicated capacities at the request of the corporation who shall not have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of such other organization shall be deemed so to have acted in good faith with respect to the corporation) or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan. Expenses, including but not limited to counsel fees and disbursements, or incurred by any such person in defending any such action, suit or proceeding, shall be paid from time to time by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized hereunder.

If, in an action, suit or proceeding brought by or in the name of the corporation, a director of the corporation is held not liable for monetary damages, whether because that director is relieved of personal liability under the provisions of this Article Six of the Articles of Organization, or otherwise, that director shall be deemed to have met the standard of conduct set forth above and to be entitled to indemnification for expenses reasonably incurred in the defense of such action, suit or proceeding.

As to any matter disposed of by settlement by such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, (a) by vote of a majority of the disinterested directors then in office (even though the disinterested directors be less than a quorum), or (b) by any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested directors, or (c) by vote of the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested person, or (d) by any disinterested person or persons to whom the question may be referred by vote of the holders of a majority of such stock. No such approval shall prevent the recovery from any such director, officer, employee, agent or trustee of any amounts paid to him or on his behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee, agent or trustee may be entitled or which may lawfully be granted to him. As used herein, the terms “director”, “officer”, “employee”, “agent”, and “trustee” include their respective executors, administrators and other legal representatives, an “interested” person is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a “disinterested” person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened.

By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board of directors may from time to time deem appropriate, on behalf of any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

 

Amendment #2

VOTED: That Article 6 of the Articles of Organization be further amended and restated with respect to indemnification to read as follows:

(See Continuation Sheet 2A, attached)

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this twenty-fourth day of April, in the year 1987.

 

/s/ DAVID A SPINA

  

Executive Vice President

/s/ ROBERT J. MALLEY

  

Clerk

 

 

 

 

 

 

 

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

  

FEDERAL IDENTIFICATION

NO. 04-2456637

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

 

We,

  

Marshall N. Carter

Robert J. Malley

  

  

  

President, and

Clerk of

 

State Street Boston Corporation

(Name of Corporation)

located at 225 Franklin Street, Boston, Massachusetts 02210 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on April 15, 1992, by vote of

 

31,180,121

 

shares of

 

Common Stock (Class of Stock)

 

out of

 

37,248,358

 

shares outstanding.

 

shares of

 

 

out of

 

 

shares outstanding, and

 

 

(Class of Stock)

 

 

 

 

shares of

 

 

out of

 

 

shares outstanding.

 

 

(Class of Stock)

 

 

 

being at least a majority of each class outstanding and entitled to vote thereon:- /1/

“VOTED: That Article 3 of the Restated Articles of Organization be amended to increase the authorized number of shares of Common Stock $1 par value, from 56 million to 112 million, and to authorize the Board of Directors to issue such shares from time to time for general corporate purposes.”

For amendments adopted pursuant to Chapter 156B, Section 70

For amendments adopted pursuant to Chapter 156B, Section 71

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 × 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

TO CHANGE the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:

The total presently authorized is:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

COMMON

  

-0-

  

56,000,000

  

$

1

PREFERRED

  

3,500,000

  

-0-

  

CHANGE the total to:

 

KIND OF STOCK

  

NO PAR VALUE
NUMBER OF SHARES

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR
VALUE

COMMON

  

-0-

  

112,000,000

  

$

1

PREFERRED

  

3,500,000

  

-0-

  

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 22nd day of April, in the year 1992.

 

/s/ MARSHALL N. CARTER

  

President

Marshall N. Carter

  

/s/ ROBERT J. MALLEY

  

Clerk

Robert J. Malley

  

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within articles of amendment and, the filing fee in the amount of $56,000.00 having been paid, said articles are deemed to have been filed with me this 24th day of April, 1992.

 

[stamp]

  

/s/ MICHAEL JOSEPH CONNOLLY

  

Michael Joseph Connolly

  

Secretary of State

 

TO

Mr. Robert J. Malley, Clerk

State Street Boston Corporation

225 Franklin Street—4th Floor

Boston, MA 02101

Telephone: (617) 654-3104

Copy Mailed

[LETTERHEAD OF STATE STREET]

April 16, 1997

BY HAND

Commonwealth of Massachusetts

Division of Corporations

Office of the State Secretary

One Ashburton Place, Room 1710

Boston, Massachusetts 02108

 

Re:

State Street Boston Corporation

Gentlemen:

State Street Corporation is a wholly-owned subsidiary of State Street Boston Corporation and has no objection and hereby consents to the change of name of State Street Boston Corporation to State Street Corporation.

 

Very truly yours,

/s/ Evalyn Lipton Fishbein

Enclosure

FEDERAL IDENTIFICATION

No. 04-2456637

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

 

We,

  

David A. Spina

  

*President

and

  

John R. Towers

  

*Clerk

of

  

State Street Boston Corporation

  

(Exact name of corporation)

located at 225 Franklin Street, Boston, MA. 02110

(Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

Articles 1 and 3

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)


of the Articles of Organization were duly adopted at a meeting held on April 16, 1997. by vote of

 

67,456,754

  

shares of

  

Common Stock

 

of

  

80,515,785

  

shares outstanding Vote 1

  

  

(type, class & series, if any)

 

  

  

66,278,074

  

shares of

  

Common Stock

 

of

  

80,515,785

  

shares outstanding Vote 2 and

  

  

(type, class & series, if any)

 

  

  

  

shares of

  

 

of

  

  

shares outstanding

  

  

(type, class & series, if any)

 

  

  

 

**

being at least a majority of each type, class or series outstanding and entitled to vote thereof

See Continuation Sheet.

 

*

Delete the inapplicable words.

 

**

Delete the inapplicable clause

 

/1/

For amendments adopted pursuant to Chapter 156B, Section 70

 

/2/

For amendments adopted pursuant to Chapter 156B, Section 71

Note: If the space provided under any article or there on this form is insufficient additions shall be set forth on one side only of separate 8 1/2 × 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS

  

WITH PAR VALUE STOCKS

TYPE

  

NUMBER OF SHARES

  

TYPE

  

NUMBER OF SHARES

  

PAR VALUE

Common

  

-0-

  

Common

  

112,000,000

  

$

1

Preferred

  

3,500,000

  

Preferred

  

-0-

  

Change the total authorized to:

 

WITHOUT PAR VALUE STOCKS

  

WITH PAR VALUE STOCKS

TYPE

  

NUMBER OF SHARES

  

TYPE

  

NUMBER OF SHARES

  

PAR VALUE

Common

  

-0-

  

Common

  

250,000,000

  

$

1

Preferred

  

3,500,000

  

Preferred

  

-0-

  

CONTINUATION SHEET

 

(Vote 1)

  

VOTED:

  

That Article 1 of the Restated Articles of Organization be amended to change the name of the Corporation from State Street Boston Corporation to State Street Corporation.

(Vote 2)

  

VOTED:

  

That Article 3 of the Restated Articles of Organization be amended to increase the number of authorized shares of Common Stock, $1 par value, from 112,000,000 to 250,000,000, and to authorize the issuance from time to time of the authorized and unissued shares of the Corporation by the Board of Directors.

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.


Later effective date:

SIGNED UNDER THE PENALTIES OF PERJURY, this 16th day of April, 1997.

 

/s/ David A. Spina

  

President

/s/ John R. Towers

  

Clerk

 

*

Delete the inapplicable words.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $138,100.00 having been paid, said articles are deemed to have been filed with me this 16th day of April, 1997.

Effective date:

 

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

[stamp]

TO BE FILLED IN BY CORPORATION

Photocopy of document to be sent to:

John R. Towers, Clerk

State Street Corporation

225 Franklin Street, M-4

Boston, MA 02101

FEDERAL IDENTIFICATION

NO. 04-2456637

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

 

We,

  

David A. Spina

  

*President

and

  

Maureen Scannell Bateman

  

*Clerk

of

  

State Street Corporation

  

,

(Exact name of corporation)

located at 225 Franklin Street, Boston, Massachusetts 02110                     ,

(Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

Article 3

(Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)


of the Articles of Organization were duly adopted at a meeting held on April 18, 2001, by vote of:

 

133,261,123

  

shares of

  

Common Stock

  

of

  

163,006,883

  

shares outstanding

  

  

(type, class & series, if any)

  

  

  

  

shares of

  

  

of

  

  

shares outstanding, and

  

  

(type, class & series, if any)

  

  

  

  

shares of

  

  

of

  

  

shares outstanding

  

  

(type, class & series, if any)

  

  

  

 

/1/**

being at least a majority of each type, class or series outstanding and entitled to vote thereon:

See Continuation Sheet

 

*

Delete the inapplicable words

 

**

Delete the inapplicable clause

 

/1/

For amendment adapted pursuant to Chapter 156B. Section *0

 

/2/

For amendment adapted pursuant to Chapter 156B. Section -1

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 × 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet as long as each article requiring each addition is clearly indicated.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

 

WITHOUT PAR VALUE STOCKS

  

WITH PAR VALUE STOCKS

TYPE

  

NUMBER OF SHARES

  

TYPE

  

NUMBER OF SHARES

  

PAR VALUE

Common

  

-0-

  

Common

  

250,000,000

  

$

1

Preferred

  

3,500,000

  

Preferred

  

-0-

  

Change the total authorized to:

 

WITHOUT PAR VALUE STOCKS

  

WITH PAR VALUE STOCKS

TYPE

  

NUMBER OF SHARES

  

TYPE

  

NUMBER OF SHARES

  

PAR VALUE

Common

  

-0-

  

Common

  

500,000,000

  

$

1

Preferred

  

3,500,000

  

Preferred

  

-0-

  

CONTINUATION SHEET

That Article 3 of the Restated Articles of Organization be amended to increase the number of authorized shares of Common Stock, $1 par value, from 250,000,000 to 500,000,000.

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date:

SIGNED UNDER THE PENALTIES OF PERJURY, this 18th day of April, 2001.

 

/s/ David A. Spina

  

President

/s/ Maureen Scannell Bateman

  

Clerk

 

*

Delete the inapplicable words.


THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

(General Laws, Chapter 156E, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the amount of $250,000 having been paid, said articles are deemed to have been filed with me this 18th day of April 2001.

Effective date:

 

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

[STAMP]

TO BE FILLED IN BY CORPORATION

Photocopy of document to be sent to:

Maureen Scannell Bateman, Clerk

State Street Corporation

255 Franklin Street

Boston, Massachusetts 02110

Telephone: (617) 786-3000

FEDERAL IDENTIFICATION

NO. 04-2456637

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

CERTIFICATE OF CORRECTION

(General Laws, Chapter 156B, Section 6A)

1. Exact name of corporation: State Street Corporation

2. Document to be corrected: Articles of Amendment

3. The above mentioned document was filed with the Secretary of the Commonwealth on April 18, 2001

4. Please state the inaccuracy or defect in said document:

The Articles of Amendment were adopted by vote of:

133,261,123 shares of Common Stock of 163,006,883 shares outstanding

5. Please state corrected version of the document:

The Articles of Amendment were adopted by vote of:

133,263,771 shares of Common Stock of 163,006,883 shares outstanding

Note: This correction should be signed by the person(s) required by law to sign the original document.


SIGNED UNDER THE PENALTIES OF PERJURY, this 30th day of April, 2001.

 

/s/ David A. Spina

  

*President

/s/ Maureen Scannell Bateman

  

*Clerk

 

*

Delete the inapplicable words.

Note: If the inaccuracy or defect to be corrected is not apparent on the face of the document, minutes of the meeting substantiating the error must be filed with the certificate. Additional information may be provided on separate 8 1 /2 × 11 sheets of white paper with a left margin of at least 1 inch.

Articles of Amendment

(General Laws, Chapter 156D, Section 10.06; 950 CMR 113.34))

State Street Corporation, having a registered office at 101 Federal Street, Boston, Massachusetts 02111, certifies as follows:

FIRST, Article 4 of the Articles of Organization of the corporation, including the Certificate of Vote of Directors Establishing a Series of a Class of Stock, which was filed with the Secretary of State of the Commonwealth of Massachusetts as an amendment to such Article 4 on February 6, 1992, is amended by this Amendment.

SECOND, this Amendment was duly adopted and approved on October 19, 2006 by the board of directors without shareholder approval and shareholder approval was not required.

THIRD, Article 4 is hereby amended by (i) rescinding the designation of $400,000 shares of Preferred Stock as Series A Junior Participating Preferred Stock, (ii) reclassifying such shares as Preferred Stock and (iii) eliminating from the Articles of Organization all references to Series A Junior Participating Preferred Stock and the preferences, limitations and relative rights thereto.

FOURTH:

(a) The total shares authorized prior to this Amendment was (i) 500,000,000 shares of Common Stock, par value $1.00 per share, and (ii) 3,500,000 shares of Preferred Stock, without par value.

(b) The total shares authorized upon the effectiveness of this Amendment is (i) 500,000,000 shares of Common Stock, par value $1.00 per share, and (ii) 3,500,000 shares of Preferred Stock, without par value.

FIFTH, this Amendment will become effective on October 20, 2006 at 5:30 p.m. Boston time.

 

Signed by

 

/s/ Jeffrey N. Carp

 

(signature of authorized individual)

 

Jeffrey N. Carp, Esq.

 

Executive Vice President

¨

Chairman of the board of directors,

¨

President,

x

Other Officer,

¨

Court-appointed fiduciary,

on this 19th day of October, 2006.


COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the General Laws relative thereto have been complied with, and the filing fee in the amount of $100 having been paid, said articles are deemed to have been filed with me this 20th day of October 2006, at 10:30 a.m./p.m.                      time

Effective date:

 

(must be within 90 days of date submitted)

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION

[STAMP]

Contact Information:

Jeffrey N. Carp, Esq.

c/o State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111

Telephone: (617) 664-5176

Email: jcarp@statestreet.com


COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1) Exact name of corporation:        State Street Corporation

(2) Registered office address:        155 Federal Street, Boston, Massachusetts 02111

                                                         (number, street, city or town, state, zip code)

(3) These articles of amendment affect article(s): 3

(specify the number(s) of article(s) being amended (I-VI))

(4) Date adopted:        April 18, 2007

(month, day, year)

(5) Approved by:

(check appropriate box)

¨

the incorporators.

¨

the board of directors without shareholder approval and shareholder approval was not required.

x

the board of directors and the shareholders in the manner required by law and the articles of organization.

(6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

VOTED: That Article 3 of the Restated Articles of Organization be amended to increase the number of authorized shares of common stock, $1 par value, from 500,000,000 to 750,000,000.

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

 

WITHOUT PAR VALUE

  

WITH PAR VALUE

TYPE

  

NUMBER OF SHARES

  

TYPE

  

NUMBER OF SHARES

  

PAR VALUE

Common

  

-0-

  

Common

  

500,000,000

  

$

1

Preferred

  

3,500,000

  

Preferred

  

-0-

  

Total authorized after amendment:

 

WITHOUT PAR VALUE

  

WITH PAR VALUE

TYPE

  

NUMBER OF SHARES

  

TYPE

  

NUMBER OF SHARES

  

PAR VALUE

Common

  

-0-

  

Common

  

750,000,000

  

$

1

Preferred

  

3,500,000

  

Preferred

  

-0-

  


(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

 

*

G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

 

Signed by:

 

/s/ Richard P. Jacobson

 

(signature of authorized individual)

¨

Chairman of the board of directors,

¨

President,

x

Other officer,

¨

Court-appointed fiduciary,

On this 18th day of April, 2007

COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $150,000 having been paid, said articles are deemed to have been filed with me this 23rd day of April 2007, at 1:30 a.m./p.m.                         time

Effective date:

 

(must be within 90 days of date submitted)

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION

[STAMP]

 

 

Examiner

 

  

Contact Information:

 

 

Name Approval

 

  

Richard Jacobson, Assistant Secretary

State Street Corporation

One Lincoln Street

 

 

c

 

  

Boston, Massachusetts 02111

Telephone: (617) 664-3507

Email:    rpjacobson@statestreet.com

 

 

m

  

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/com. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.


The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06: 950 CMR 113.34)

 

(1)

  

Exact name of corporation:

  

  

  

State Street Corporation

  

(2)

  

Registered office address:

  

  

  

155 Federal Street, Boston, Massachusetts 02110

  

  

  

(number, street, city or town, state, zip code)

  

(3)

  

These articles of amendment affect article(s):

  

  

  

One

  

  

  

(specify the number(s) of articles(s) being amended(I-VI))

  

(4)

  

Date adopted:

  

January 16, 2008

  

  

  

(month, day, year)

  

(5)

  

Approved by:

  

  

  

(check appropriate box)

  

¨

the incorporators.

  

x

the board of directors without shareholder approval and shareholder approval was not required.

  

¨

the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)    

  

State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

That Article 4 of the Restated Articles of Organization be Amended to designate a Series A of preferred stock more particularly described on Exhibit A attached hereto and made a part hereof.


To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

 

WITHOUT PAR VALUE

  

 

  

WITH PAR VALUE
NUMBER OF SHARES

  

 

TYPE

  

NUMBER OF SHARES

  

TYPE

  

  

PAR VALUE

Total authorized after amendment:

 

WITHOUT PAR VALUE

  

 

  

WITH PAR VALUE
NUMBER OF SHARES

  

PAR VALUE

TYPE

  

NUMBER OF SHARES

  

TYPE

  

  

 

(7)

The amendment shall be effective at the time and on the date approved by the Division, unless a letter effective date not more than 90 days from the date and time of filing is specified:

 

*

G.L. Chapter 156D eliminate the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and comment relative thereto.

 

Signed by:

 

/s/ David C. Phelan

 

(signature of authorized individual)

¨

Chairman of the board of directors,

¨

President,

x