SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

STATE STREET CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION—FILED ON MARCH 23, 2010

Ronald E. Logue

Chairman and Chief Executive Officerof the Board

April     6, 2009, 2010

Dear Shareholder:

We cordially invite you to attend the 20092010 annual meeting of shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36^th Floor, Boston, Massachusetts, on Wednesday, May 20, 2009,19, 2010, at 10:00 a.m.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement.

Your vote is very important. Whether or not you plan to attend the meeting, please carefully review the enclosed proxy statement and then cast your vote. We urge you to vote regardless of the number of shares you hold. Please mark, sign, date and mail promptly the accompanying proxy card or, for shares held in street name, the voting instruction form, in the return envelope. Registered shareholders may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card. If your shares are held in street name, as an alternative to returning the voting instruction form you receive, you will have the option to cast your vote by telephone or over the Internet if your voting instruction form includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

As with last year, weWe are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of the annual meeting. Shareholders receiving e-proxy materials have been sent a notice containing instructions on how to access the proxy statement and annual report over the Internet and how to vote.

We look forward to seeing you at the annual meeting. Your continuing interest in State Street is very much appreciated.

Sincerely,

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900

NOTICE OF STATE STREET CORPORATION 20092010 ANNUAL MEETING OF SHAREHOLDERS

April     6, 2009, 2010

TABLE OF CONTENTS

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STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

PROXY STATEMENT

GENERAL INFORMATION

Why am I receiving these materials?

You have received these proxy materials because State Street’s Board of Directors is soliciting your vote at the 20092010 annual meeting of shareholders. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission, or SEC, and that is designed to assist you in voting your shares.

As permitted by rules adopted by the SEC, we are making this proxy statement and our annual report, including our consolidated financial statements for the year ended December 31, 2008,2009, available to our shareholders electronically via the Internet. On April     6, 2009,, 2010, we mailed to our U.S.United States shareholders as of the record date for the annual meeting, March 13, 2009,15, 2010, a notice containing instructions on how to access this proxy statement and our annual report online and to vote. Also on April     6, 2009,, 2010, we began mailing printed copies of these proxy materials to shareholders that have requested printed copies and to shareholders outside the United States. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the notice instructs you on how to access and review online all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the notice.

Can I access State Street’s proxy materials and annual report electronically?

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 20, 2009.19, 2010. The proxy statement and annual report, and the means to vote electronically, are available atwww.proxyvote.com.

To view this material, you must have available the 12-digit control number located on the notice mailed on April     6, 2009, 2010 or the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form.

How do I request a printed copy of the proxy materials for future shareholder meetings?

To request a printed copy of the proxy statement, annual report and form of proxy relating to our future shareholder meetings, visitwww.proxyvote.com, telephone 1-800-579-1639 or send an email tosendmaterial@proxyvote.com. You must have available the 12-digit control number described above.

What are the directions to the meeting?

Directions to the meeting are as follows:

From the North:

Take Expressway (I-93) South to exit 20 (Purchase Street/South Station) and follow the signs for South Station. Follow exit ramp and cross Summer Street. Turn right onto Lincoln Street. Take first left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the South:

Take Expressway (I-93) North to exit 20 (South Station). Bear left at the ramp to South Station/Chinatown. You will see State Street Financial Center directly ahead. You will be on Lincoln Street. Follow Lincoln Street thruthrough the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the West:

Take Mass Turnpike (I-90) to exit 24A (South Station). Turn left on Kneeland Street towards Chinatown. Turn right onto Lincoln Street at the light. Follow Lincoln Street thruthrough the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

Via Massachusetts Bay Transportation Authority:

Take the MBTA Red Line train to the South Station MBTA stop. Exit the train station and walk across Atlantic Avenue (towards Summer Street and Federal Street). Follow Summer Street to Lincoln Street.

What is the record date for the meeting?

Our Board of Directors has fixed the record date for the annual meeting as of the close of business on March 13, 2009.15, 2010.

How many votes can be cast by all shareholders?

As of the record date, 434,314,697496,847,083 shares of our common stock were outstanding and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter. Also as of the record date, we had outstanding 20,000 shares of our series B fixed rate cumulative perpetual preferred stock. However, shares of our series B preferred stock are not entitled to be voted on the matters to be presented to our shareholders at the meeting.

How do I vote?

If your shares are registered in your name, you may vote in person at the annual meeting or by proxy without attending the meeting. Registered shareholders may also vote electronically by following the instructions included with your proxy card or the notice we mailed to you on April     6, 2009., 2010. In addition, if you received a printed proxy card, you may mark, sign, date, and mail the proxy card you received from management in the return envelope. If you vote by any of the available methods, your shares will be voted at the meeting in accordance with your instructions. If you sign and return the proxy card or vote electronically but do not give any instructions on some or all of the proposals, your shares will be voted by the persons named in the proxy card on all uninstructed proposals in accordance with the recommendations of the Board of Directors given below.

If your shares are held in the name of a broker, bank or other nominee, please mark, date, sign, and return the voting instruction form you received from your broker, bank or other nominee with this proxy statement. As indicated on the form or other documentation provided by your broker, bank or other nominee, you may have the choice of voting your shares over the Internet or by telephone. To do so, follow the instructions on the form you received from your broker, bank or other nominee.

If your shares are held by a broker, bank or other nominee and you wish to vote in person at the meeting, you must obtain from the record holder and bring with you a proxy from the record holder issued in your name.

What are the Board’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

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FOR ratification of the selection of Ernst & Young LLP as State Street’sthe independent registered public accounting firm for the year ending December 31, 2009 (page 20)16)

Who pays the cost for soliciting proxies by State Street?

State Street will pay the cost for the solicitation of proxies by the Board. That solicitation of proxies will be made primarily by mail. State Street has retained Georgeson Inc. to aid in the solicitation of proxies for a fee of $18,500, plus expenses. Proxies may also be solicited by employees of State Street and its subsidiaries personally, or by mail, telephone, fax or e-mail, without any remuneration to such employees other than their regular compensation. State Street will reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain authorization for the execution of proxies.

What is householding?

As stated above, on April 6, 2009, we began mailing printed copies of these proxy materials to shareholders that have requested printed copies and to shareholders outside of the United States. Some banks, brokers and other nominee record holders may be “householding” our proxy statements, annual reports and related materials. “Householding” means that only one copy of these documents may have been sent to multiple shareholders in one household. If you would like to receive your own set of State Street’s future proxy statements, annual reports and related materials, or if you share an address with another State Street shareholder and together both of you would like to receive only a single set of these documents, please contact your bank, broker or other nominee.

Can I change my vote?

If you are a registered shareholder, you may revoke or change your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date or submitting an electronic proxy as of a later date or by attending the meeting and voting in person. If your shares are held in street name, you must contact your bank, broker or other nominee for instructions about changing your vote.

What constitutes a quorum?

A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. A share once represented for any purpose at the meeting will be deemed present for quorum purposes for the entire meeting and for any adjournment of the meeting (unless a shareholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds, and does not vote the shares or otherwise consent that they are to be deemed present, or, in the case of an adjournment, a new record date is set for that adjourned meeting).

What vote is required to approve each item?

The 13 nominees for election as directors who receive a plurality of common shares voted forSince this is an uncontested election of directors, shalla nominee for director will be elected directorsto the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election (Item 1). If the votes cast “against” the nominee’s election exceed the votes cast “for” the nominee’s election, the nominee will not be elected to the Board of Directors. However, under Massachusetts law, if a nominee that is an incumbent director is not elected to the Board of Directors, that incumbent director will “hold over” in office as a director until his or her successor is elected or until there is a decrease in the number of directors. Under our Corporate Governance Guidelines, in an uncontested election of directors, any director/nominee who receives a “withhold” vote from a majority of the common shares outstanding and entitled to vote in suchdoes not receive more votes cast “for” his or her election than votes cast “against” his or her election, will be required to submit to the Board a letter of resignation for consideration by the Nominating and Corporate Governance Committee. After consideration, that committee would make a recommendation to the Board on action to be taken regarding the resignation. No such tendered resignation shall be deemed effective unless and until it is accepted by action of the Board.

The approval of amendments to our articles of organization and by-laws to require majority voting in uncontested elections of directors and to make other changes must be approved by the holders of two-thirds of all the common shares entitled to vote on the proposal. (Item 2).

The affirmative vote of a majority of all common shares present in person or represented by proxy at the meeting and entitled to vote is necessary to approve the amended and restated 2006 equity incentive plan (Item 3), to approveactions concerning the non-binding advisory proposal on executive compensation (Item 4)2), to ratifyratification of the selection of Ernst & Young LLP as State Street’sthe independent registered public accounting firm for 2009 (Item 5)3), and to approve the shareholder proposal (Item 6). In addition, in order for the amendedproposals (Items 4 and restated 2006 equity incentive plan (Item 3) to5) will be approved if the New York Stock Exchange listing standards require that a majority ofvotes cast “for” the common shares issued, outstanding and entitled to vote ataction exceed the meeting must actually vote onvotes cast “against” the proposal (with abstentions counting as votes and broker non-votes not counting as votes).action.

How is the vote counted?

Votes cast by proxy or in person at the annual meeting will be counted by the persons appointed by State Street to act as tellers for the meeting. A majority of the shares entitled to vote at the annual meeting constitutes a quorum. The tellers will count shares represented by proxies that withhold authority to vote for a nominee for election as a director as shares that

Under our bylaws, “abstentions,” “broker non-votes” and “withheld votes” are present and entitled to vote for purposes of determining the presence of a quorum. None of the withheld votes will benot counted as votes “for” or “against” a director but, except as described in the answer to the preceding question, a “withheld” vote on a director will not affect the outcome. Shares properly voted to “abstain” on Items 2 through 6 are both entitled to vote and are considered as shares that are present for the purpose of determining a quorum and thus will have the effect of having been voted “against” approval of Items 2 through 6.matter or election.

If you hold shares through a broker, bank or other nominee, generally the nominee may vote the shares for you in accordance with your instructions. Stock exchange and FINRA rules permit a broker to vote shares held in a brokerage account on “routine” proposals if the broker does not receive voting instructions from you. Under theseRecent amendments to stock exchange rules, a broker may vote in its discretion on Items 1, 4 and 5however, prohibit brokers from voting uninstructed shares in the absenceuncontested election of instructions from you, but may not vote in its discretion on Items 2, 3 and 6. So, withoutdirectors, which was once considered a “routine” voting instructions, a broker non-vote will occur on Items 2, 3 and 6. Shares that are subject to a broker non-vote are counted for determining the quorum. However, shares that are subject to a broker non-vote are not considered as shares that are present and entitled to vote, and thus will not be counted for purposes of determining the outcome of Items 2 through 6.matter.

Could other matters be decided at the meeting?

We do not know of any matters that may be properly presented for action at the meeting other than Items 1 through 6.5. Should any other business properly come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. Under our by-laws, for nominations or other business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice in writing to the Secretary, and such business must be within the purposes specified in our notice of meeting. To be timely, a shareholder’s notice shall be delivered to the Secretary at our principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. The deadline under our-by-laws for shareholder notices of business or nominations for the 2010 annual meeting is March 21, 2010.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

What are my rights as a participant in the Salary Savings Program?

If you participate in the State Street Salary Savings Program and have invested part or all of your account in the Employee Stock Ownership Plan fund as of the record date, you may direct the trustee how to vote your allocated share of State Street Corporation common stock held in your Salary Savings Program account. You may give the trustee direction through the Internet, by telephone, or by U.S. mail. If you do not provide timely instructions to the trustee, the trustee will vote your allocated share on the same proportional basis as the shares that are directed by other participants. If a matter arises at the meeting, or such other time as affords no practical means for securing participant direction, the trustee will follow the direction of State Street, unless the trustee determines that doing so would result in a breach of the trustee’s fiduciary duty.

Regardless of what method you use to direct the trustee, the trustee must receive your direction no later than 11:59 p.m. Eastern time on May 18, 200917, 2010 for your direction to be followed. Your direction will be held in confidence by the trustee. You may not provide this direction at the annual meeting. You must direct the trustee in advance of the meeting so that the trustee, the registered owner of all of the shares held in the Salary Savings Program, can vote in a timely way. You may change your direction to the trustee by timely submitting a new direction.

The last direction the trustee receives by 11:59 p.m. Eastern time on May 18, 2009,17, 2010, will be the only one counted. If your direction by mail is received on the same day as one received electronically, the electronic direction will be followed.

The trustee is providing the annual report and the notice of annual meeting and proxy statement electronically to Salary Savings Program participants with investments in the Employee Stock Ownership Plan fund who are active employees and have a company-provided e-mail account and Internet access. Instead of receiving these materials in paper form mailed to your home, you will have on-line access to these materials via the Internet, thus expediting the delivery of materials and reducing printing and mailing costs. An e-mail will be sent to all such participants with detailed instructions to access materials and give your direction to the trustee. All other participants will receive their materials in the U.S. mail. If you prefer, you may request that paper copies be sent to you, which will permitthereby permitting you to send in your direction by U.S. mail if you prefer that method.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 5, 2009, there were 433,633,263 shares of State Street common stock outstanding.

Beneficial Owners

The table below sets forth the number of shares of common stock of State Street beneficially owned (as determined under the rules of the SEC) as of the close of business on March 5,December 31, 2009, by each person or entity known to State Street to beneficially own more than 5% of the outstanding common stock. The beneficial ownership by State Street Bank and Trust Company described below comprises shares over which the Bank has voting or investment power as a result of our investment management business and shares held by the Bank as trustee of the State Street Salary Savings Program.

Management

The table below sets forth the number of shares of common stock of State Street beneficially owned (as determined under the rules of the SEC) as of the close of business on March 5, 2009,2010 by each director, the Chairman and Chief Executive Officer, the Chief Financial Officer, the three other most highly compensatednamed executive officers for the year ended December 31, 2009 as identified in office for 2008,the Summary Compensation Table on page 46 and the group consisting of current directors and executive officers, based on information furnished by representatives of each person. NeitherFor this purpose, beneficial ownership is determined under the persons listedrules of the SEC. As of March 5, 2010, there were 496,842,594 shares of State Street common stock outstanding. On March 5, 2010, none of the individuals named in the table below individually, nor the current executive officers and directors as a group,beneficially owned beneficially as much asmore than 1% of theour outstanding shares of common stock. On that date, all of the directors and executive officers as a group beneficially owned approximately 1.05% of our outstanding stock.

shares of common stock which have not been issued but which are subject to stock appreciation rights that are or will become exercisable within 60 days of March 5, 2009. 2010.

ITEM 1 -– ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that you vote

FOR

each of the nominees for director

Each director elected at the 20092010 annual meeting serveswill serve until the next annual meeting of shareholders, orexcept as otherwise provided in theState Street’s by-laws. The State Street Board of Directors currently consists of 14 members. Of the 14 directors currently in office,director nominees, 13 are non-management directors and one is an executive officer of State Street. Each12 of the non-management directors is anare independent director,directors, as determined by the Board in its opinion, under the applicable definition in the New York Stock Exchange, or NYSE, listing standards.standards and State Street Corporate Governance Guidelines. The Chairman of the Board, determinesa non-management director, formerly served as Chief Executive Officer and as such is not considered independent under the number of directors.

Pursuant to the by-laws,At a meeting on March 12,October 22, 2009 the Board of Directors fixed the number of directors at 14 and effective as of March 13, 2009 elected Patrick de Saint-Aignanappointed Joseph L. Hooley, then State Street’s President and Robert S. KaplanChief Operating Officer, to fill the two vacancies that had been created. Effective on the daybecome a member of the 2009 annual meeting,Board of Directors, effective immediately, and also to begin serving as Chief Executive Officer, effective March 1, 2010, upon the numberplanned retirement of directors constituting the Board will be set at 13. Thirteen directors are to be elected at the meeting. Ronald E. Logue from that office on that date. Mr. Hooley previously served as State Street’s President and Chief Operating Officer.

Each of the nominees for election as a director is currently a director.

Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 1314 nominees listed below as directors. We have no reason to believe that any nominee will be unavailable for election at the annual meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the annual meeting. Information relating to each nominee for election as director including his or her period of service as a director of State Street, principal occupation and other biographical material, is described below.

AMELIA C. FAWCETT		Director since 2006
Chairman, Pensions First LLP, a financial services and systems company, since 2007, and former Vice Chairman and Chief Operating Officer of Morgan Stanley International Limited. Ms. Fawcett, now age 52, a dual American and British citizen, joined Morgan Stanley International in London in 1987, was appointed Vice President in 1990, Executive Director in 1992, Managing Director and the Chief Administrative Officer for the firm’s European operations in 1996, Vice Chairman and Chief Operating Officer in 2002, and Senior Advisor in 2006. Prior to joining Morgan Stanley International, Ms. Fawcett was an attorney (in New York and Paris, France) at the New York-based law firm of Sullivan & Cromwell. Ms. Fawcett is a Non-Executive Director of Guardian Media Group plc, a member of the Court of the Bank of England and Chairman of its Audit Committee, Deputy Chairman of the National Portrait Gallery, Chairman of the London International Festival of Theatre, and a director of the Board of Business in the Community. Ms. Fawcett received a B.A. degree from Wellesley College, a J.D. degree from the University of Virginia and an honorary degree from the American University in London (Richmond).
DAVID P. GRUBER		Director since 1997
Retired Chairman, Chief Executive Officer and Director of Wyman-Gordon Company, a manufacturer of forging, investment casting and composite airframe structures for the commercial aviation, commercial power and defense industries. Mr. Gruber, now age 67, joined Wyman-Gordon in 1991 and retired in 1999. He is a Distinguished Life Member of the Materials Information Society (ASM), Chairman of the Worcester Polytechnic Institute Mechanical Engineering Advisory Committee, and a member of the boards of directors of Stone Panels, Inc., Nanoscale Components, Inc. and Worcester Municipal Research Bureau. He has a B.S. degree from Ohio State University.
LINDA A. HILL		Director since 2000
Wallace Brett Donham Professor of Business Administration at Harvard University since 1997. Dr. Hill, now age 52, is unit head, Organizational Behavior Unit, and faculty chair, Leadership Initiative. She is a member of the board of directors of Cooper Industries, the boards of trustees of Bryn Mawr College, the Children’s Museum, Boston, The Bridgespan Group and The Nelson Mandela Children’s Fund USA, and the board of overseers of the Beth Israel Deaconess Medical Center. Since 2007, Dr. Hill has been a Diamond Cluster Fellow with Diamond Management & Technology Consultants, Inc., a management and technology consulting firm. She received an A.B. degree in psychology from Bryn Mawr College, an M.A. in educational psychology from the University of Chicago, and a Ph.D. in behavioral sciences from the University of Chicago.
ROBERT S. KAPLAN		Director since 2009
A Professor of Management Practice at Harvard Business School, Mr. Kaplan also is a Senior Director of The Goldman Sachs Group, Inc. and a Senior Advisor to Berkshire Partners LLC. Prior to joining Harvard Business School in 2005, Mr. Kaplan, now age 50, served as Vice Chairman of Goldman Sachs, with oversight responsibility for the Investment Banking and Investment Management Divisions, and as a member of the firm’s Management Committee. During his career at Goldman Sachs, Mr. Kaplan also served in various other capacities, including Global Co-Head of the Investment Banking Division, Head of the Corporate Finance Department and Head of Asia-Pacific Investment Banking. Mr. Kaplan is Co-Chairman of the Board of Project A.L.S. and Co-Chairman of the Board of the Teak Fellowship and also is a member of the Boards of the Harvard Medical School, Harvard Management Company and the Ford Foundation. He serves on the board of directors of Bed, Bath and Beyond, Inc., a retailer. Mr. Kaplan received his B.S. from the University of Kansas, and an M.B.A. from Harvard University.

CHARLES R. LAMANTIA		Director since 1993
Retired Chairman and Chief Executive Officer of Arthur D. Little, Inc., management and technology consultants. He served as President and Chief Executive Officer of Arthur D. Little, Inc. from 1986 to 1999. He joined Arthur D. Little in 1967 and from 1981 to 1986 was President of Koch Process Systems, a subsidiary of Koch Industries, Inc. Dr. LaMantia, now age 69, is a member of the board of directors of NeuroMetrix, Inc. Dr. LaMantia received B.A., B.S., M.S., and Sc.D. degrees from Columbia University and attended the Advanced Management Program at Harvard Business School. He served on active duty as an officer in the United States Navy.
RONALD E. LOGUE		Director since 2000
Chairman and Chief Executive Officer of State Street since June 30, 2004. Mr. Logue, now age 63, joined State Street in 1990 as Senior Vice President and head of investment servicing for U.S. mutual funds. He was elected Vice Chairman in 1999, Chief Operating Officer in 2000 and President in 2001. As President and Chief Operating Officer, he was responsible for overseeing State Street’s investment servicing, securities finance and investment research and trading activities, as well as information technology. Mr. Logue is a director of the Metropolitan Boston Housing Partnership, the Institute of Contemporary Art and the United Way of Massachusetts Bay, and a member of the board of overseers of the Museum of Fine Arts, Boston. He received his B.S. and M.B.A. degrees from Boston College.
RICHARD P. SERGEL		Director since 1999
President and Chief Executive Officer of the North American Electric Reliability Corporation, a self-regulatory organization for the bulk electricity system in North America. Mr. Sergel, now age 59, joined NERC in 2005. From 2000 to 2004, he was President and Chief Executive Officer of National Grid USA, an electric and gas utility. Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University, and an M.B.A. from the University of Miami. He served in the United States Air Force.
RONALD L. SKATES		Director since 2002
Private investor. Mr. Skates, now age 67, joined Data General Corporation, a computer and storage manufacturing company, in 1986 as Senior Vice President of finance and administration. He also served as Chief Financial Officer for a portion of 1987. He was elected a director, Executive Vice President and Chief Operating Officer in 1988. He was elected President and Chief Executive Officer in 1989. He remained in those posts until EMC acquired the company in 1999, when he retired. Mr. Skates began his career at Price Waterhouse as a certified public accountant and was an audit partner for 10 years. He is a director of Courier Corporation, Gilbane, Inc. (privately held) and Raytheon Company. Mr. Skates is a Trustee emeritus of The Massachusetts General Hospital and a trustee of the Massachusetts General Physicians Organization. Mr. Skates holds B.A. (cum laude) and M.B.A. degrees from Harvard University.
GREGORY L. SUMME		Director since 2001
Executive Chairman of PerkinElmer, Inc., a leading global health science company, and senior advisor, Goldman Sachs Capital Partners. Prior to becoming Executive Chairman of PerkinElmer in 2008, Mr. Summe served as President from 1998 to 2007 and as Chief Executive Officer and Chairman from 1999 to 2008. He began serving as a senior advisor to Goldman Sachs Capital Partners in 2008. Prior to PerkinElmer, Mr. Summe, now age 52, was with AlliedSignal, now Honeywell International, serving successively as the President of General Aviation Avionics, Aerospace Engines, and the Automotive Products Group. Prior to that he was general manager of commercial motors at General Electric and a partner at McKinsey & Co. He also serves as a director of Automatic Data Processing (ADP), Inc. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. from the Wharton School of the University of Pennsylvania.

ROBERT E. WEISSMAN		Director since 1989
Chairman, Shelburne Investments, a private investment company that works with emerging companies in the United States and Europe, since 2001. Mr. Weissman, now age 68, was Chairman and Chief Executive Officer of IMS Health Incorporated, a provider of information to the pharmaceutical and healthcare industries, from 1997 to 2000 and prior to that was Chairman and Chief Executive Officer of Cognizant Corporation. He is a director of Pitney Bowes, Inc., Cognizant Technology Solutions Corporation and Information Services Group, Inc. He is Vice Chairman of the board of trustees of Babson College. Mr. Weissman received a degree in Business Administration and an honorary Doctor of Laws degree from Babson College.

Nader F. Darehshori is retiring as a director at the annual meeting. Mr. Darehshori, age 72, is the Chairman, President, Chief Executive Officer and founder of Aptius Education, Inc., an educational publishing company.

ITEM 2 – APPROVAL OF AMENDMENTS TO OUR ARTICLES OF ORGANIZATION AND BY-LAWS

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 2 on your proxy card)

The Board of Directors recommends that shareholders approve the Board’s proposal to amend our articles of organization and by-laws to adopt a majority vote standard for uncontested elections of directors and to make the other changes described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of the amendments to our articles of organization and by-laws.

Current Vote Standard for Electing Directors

Our company is a Massachusetts corporation. Massachusetts law provides that, unless otherwise specified in a company’s articles of organization or by-laws, directors are elected by a plurality of the votes cast. Our by-laws currently include this plurality standard for election of directors by shareholders, which means that a director nominee with the most votes cast in his or her favor is elected, notwithstanding any withheld votes.

To supplement this plurality standard, in October 2005, the Board amended our corporate governance guidelines to provide that any director/nominee who receives a “withhold” vote from a majority of the shares outstanding and entitled to vote in an uncontested election of directors will be required to submit to the Board a letter of resignation, for consideration by the Nominating and Corporate Governance Committee. After consideration, that Committee would make a recommendation to the Board on action to be taken regarding the resignation. The Board would vote to take such action as it deems in its discretion appropriate with respect to the resignation, taking into account the best interests of State Street and its shareholders.

Proposed Amendments to Vote Standard for Electing Directors

Shareholders of many public companies, including our company, have urged that directors be required to receive a majority of the votes cast in favor of their election, rather than be elected under the plurality voting standard. The Board has continued to monitor developments in corporate governance as the practices surrounding the majority vote standard have evolved. As the investor community has focused on this issue, the Board has continued to evaluate the merits, risks and uncertainties relating to a majority vote standard. The Board believes it is now in the best interests of State Street and its shareholders to amend our articles of organization and by-laws to require that a candidate in an uncontested election for director will be elected as a director only if the votes cast for his or her election exceed the votes cast against his or her election. In contested elections, the vote standard would continue to be a plurality of votes cast.

The proposed amendments to our articles of organization and by-laws to implement a majority vote standard in uncontested elections are set forth inAppendix A to this proxy statement. The amendment to our articles of

organization is an enabling provision, which permits the amendment to our by-laws that implements the majority vote standard in director elections other than contested elections.

Under the proposed amendments, in an uncontested election of directors, a new nominee who does not receive more votes cast “for” his or her election than votes cast “against” his or her election will not be elected to the Board. Similarly, under the proposed amendments, in an uncontested election, an incumbent director who does not receive more votes cast “for” his or her election than votes cast “against” his or her election will also not be elected to the Board. However, under Massachusetts law, such an incumbent director will “hold over” in office as a director until his or her successor is elected or until there is a decrease in the number of directors. If this proposal is adopted, our Board plans to amend our corporate governance guidelines to require a “hold over” director to promptly offer to tender his or her resignation.

An election is uncontested if the number of persons nominated does not exceed the number of director positions to be filled at the meeting.

Other Changes

Effective July 1, 2004, Massachusetts adopted a new Massachusetts Business Corporation Act, known as the MBCA, to replace the prior Massachusetts Business Corporation Law. The Board amended and restated our by-laws to conform them to the provisions of the MBCA. However, the amendment and restatement did not revise the shareholder quorum and voting requirements contained in our by-laws to conform them to the MBCA because, under the MBCA, only shareholders are authorized to amend by-law provisions relating to shareholder quorum and voting requirements.

In light of the fact that the section of our by-laws containing the shareholder quorum and voting requirements is proposed to be amended to implement the majority vote standard for uncontested elections of directors, the Board is also now proposing to amend the shareholder quorum and voting requirements to conform to the provisions of the MBCA. Specifically, if this proposal is approved at the annual meeting: (1) the quorum provisions would be updated to reflect the concept of a “voting group” that was introduced by the MBCA; and (2) the vote required for matters other than the election of directors to pass would be changed from the current standard (which requires the affirmative vote of a majority of the shares of stock present and represented and entitled to vote in order for a matter to pass) to the new statutory standard (which requires that the votes cast within a voting group favoring an action exceed the votes cast opposing the action in order for a matter to pass). As a result of the change in vote standards, abstentions would no longer be included in the denominator in determining whether matters (other than the election of directors) have passed.

Effectiveness of Amendments

If approved, the amendment of our articles of organization will become effective upon the filing of articles of amendment of our articles of organization with the Secretary of State of The Commonwealth of Massachusetts. We would make that filing promptly after approval of this proposal at the 2009 annual meeting. The amendment of our by-laws would be effective immediately after filing of the articles of amendment. The amendments would not be effective with respect to any matters being voted on at the 2009 annual meeting.

If the proposed amendments to our articles of organization and by-laws are approved, conforming changes to our corporate governance guidelines approved by our Board will also become effective. Our guidelines, as revised, would provide that an incumbent director who does not receive more votes “for” than “against” his or her election in an uncontested election will promptly offer to tender his or her resignation. The Board would then need to decide whether to accept or reject the resignation in a process similar to the one the Board currently uses pursuant to the existing majority voting policy.

If this proposal is not approved, the proposed amendments to our articles of organization and by-laws will not be made, and all existing provisions, including the existing plurality vote standard for all elections of directors, will remain in effect.

ITEM 3 – APPROVAL OF AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 3 on your proxy card)

The Board of Directors recommends that shareholders approve the Board’s proposal to amend and restate our 2006 equity incentive plan to increase by 17 million the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the plan and to make the other updates described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of the amended and restated 2006 equity incentive plan.

In February 2009, the Board approved, subject to shareholder approval, the amended and restated 2006 equity incentive plan. The purpose of the plan is to advance the interests of the company by providing for the grant to plan participants of stock-based awards. We are asking our shareholders to approve the amended and restated plan to increase the maximum number of shares available under the plan and to make other updating amendments. The plan was first approved by shareholders in 2006, with 20 million shares, plus up to 8 million shares derived from other prior stock plans, available for delivery in satisfaction of awards under the plan. As of December 31, 2008, we had delivered 1,366,778 shares, with an additional 9,811,557 shares subject to outstanding awards or related restrictions under the plan.

Summary of Proposed Amendments

The material changes implemented by the amendment and restatement of the 2006 equity incentive plan are as follows:below, including:

Description of the 2006 Equity Incentive Plan, as Proposed to be Amended and Restated

The following is a summary of the material features of the amended and restated 2006 equity incentive plan, which summary is qualified in its entirety by reference to the entire plan. The summary includes the amendments identified above under “Summary of Proposed Amendments”. A copy of the entire plan is attached asAppendix Bto this proxy statement.

The purpose of the plan is to advanceSee “Corporate Governance at State Street’s interests by providing for the grant to participants of awards based on State Street’s common stock, all as more fully described below. The amendment and restatement of the plan will become effective on the date of its approval by the shareholders. The plan will terminate on May 19, 2019, except that awards made prior to termination may continue in accordance with their terms.

Administration. A committeeStreet – Composition of the Board currentlyand Director Selection Process” on page 22 for a further discussion of the Board’s process and reasons for nominating these candidates.

As the retired Chairman, President and Chief Executive Compensation Committee, will administerOfficer of Cabot Corporation, an NYSE-listed manufacturer of specialty chemicals and performance materials that had over $2.6 billion in sales during its last fiscal year prior to his retirement, Mr. Burnes has significant experience in leading a global organization with facilities and operations in approximately 20 countries and with a focus on developing new products and new businesses based on innovation. Mr. Burnes served as Chairman of Cabot Corporation from 2001 to March 2008, President from 1995 to January 2008 and Chief Executive Officer from 2001 to January 2008. Prior to joining Cabot Corporation in 1987, Mr. Burnes was a partner at the plan. The term “administrator” is usedBoston-based law firm of Choate, Hall & Stewart. At that firm, he practiced corporate and business law for nearly 20 years, as a result of which he obtained experience in this proxy statement to refer toevaluating complex legal issues and the person (the Executive Compensation Committee or other committee,legal and their delegates) charged with administering the plan. The administrator has full authority to determine who will receive awards and to determinebusiness issues that arise in the types of awardsmaterial transactions boards of directors are called on to be granted as well as the amounts, terms,consider, including mergers and conditions of any awards. Awards may be in the form of options, stock appreciation rights, or SARs, restricted or unrestricted stock, stock units or performance awards or other awards that are convertible into or otherwise based on State Street’s common stock. The administrator has the right to determine any questions that may arise regarding the interpretationacquisitions and application of the provisions of the plan and to make, administer, and interpret such rules and regulations as it deems necessary or advisable. Determinations of the administrator made under the plan are conclusive and bind all parties.

Limits on Shares Deliverable under the Plan; Limits on Awards. The maximum number of shares of common stock that may be delivered in satisfaction of awards made under the plan is 37 million plus the number (not to exceed 8 million) of shares subject to awards outstanding under State Street’s 1997 equity incentive plan that are either forfeited (in the case of restricted stock) or never delivered (for example, because an option expires unexercised) on or after April 19, 2006 (the date the 2006 equity incentive plan was approved by our shareholders and became effective). Shares withheld to pay the exercise price or to satisfy tax withholding requirements, restricted stock that is forfeited, and shares subject to an award that is exercised or satisfied, or that terminates or expires, without the delivery of the shares do not reduce the maximum number of shares available for delivery under the plan. The maximum number of shares of common stock for which stock options may be granted to any person in any calendar year and the maximum number of shares of common stock subject to SARs granted to any person in any calendar year is in each case 2 million. The maximum number of shares of common stock subject to other awards granted to any person in any calendar year is 2 million. In the event of a stock dividend, stock split or other change in our capital structure, the administrator will make appropriate adjustments to the limits described above and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards, any exercise prices relating to awards and any other provisions of awards affected by the change. The administrator may also make similar adjustments to take into account other distributions to shareholders or any other event, if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the plan and to preserve the value of awards.

The closing price of State Street common stock, as reported on the New York Stock Exchange on February 27, 2009, was $25.27 per share.

Eligibility. Participation is limited to those key employees and directors, as well as consultants and advisors, who in the administrator’s opinion are in a position to make a significant contribution to the success of State Street and its subsidiaries and who are selected by the administrator to receive an award. As of February 27, 2009, the group of persons from which the administrator may select participants consisted of approximately 7,600 individuals.

Stock Options. The administrator may from time to time award options to any participant subject to the limitations described above. Stock options give the holder the right to purchase shares of common stock within a specified period of time at a specified price, not less than the fair market value of the common stock at the time of grant. Stock options granted under the plan may not be repriced other than in accordance with the applicable stockholder approval requirements of the New York Stock Exchange. Two types of stock options may be granted under the plan: incentive stock options, or “ISOs”, which are subject to special tax treatment as described below, and nonstatutory options, or “NSOs”. Eligibility for ISOs is limited to employees of State Street and its corporate subsidiaries.

The expiration date of an ISO cannot be more than ten years after the date of the original grant. In the case of NSOs, the expiration date is determined in the discretion of the administrator. The administrator also determines all other terms and conditions related to the exercise of an option, including the time at which options may be exercised and conditions related to the exercise of options.financing transactions.

Stock Appreciation Rights. The administrator may grant SARs under the plan. A SAR entitles the holder upon exercise to receive an amount, delivered in the formMr. Burnes has been a member of shares of common stock, determined by reference to appreciation in the value of a share of common stock. The value from which appreciation is measured in the case of a SAR may not be less than the fair market value of the common stock on the date of grant. No SAR, once granted, may be repriced other than in accordance with the applicable stockholder approval requirements of the New York Stock Exchange.

Stock Awards; Stock Units. The plan provides for awards of nontransferable shares of restricted common stock, as well as unrestricted shares of common stock. Awards of restricted stock and unrestricted stock may be made in exchange for past services or other lawful consideration. Generally, awards of restricted stock are subject to the requirement that the shares be forfeited or resold to State Street unless specified conditions are met. Subject to these restrictions, conditions and forfeiture provisions, any recipient of an award of restricted stock will have all the rights of a State Street shareholder, including the right to vote the shares and to receive dividends. Other awards under the plan may also be settled with restricted stock. The plan also provides for stock units, including restricted stock units, entitling the recipient to receive shares of common stock (or cash measured by the value of the common stock) in the future on such conditions as the administrator may specify.

Performance Awards. The administrator may also subject awards otherwise available under the plan to the satisfaction of specified performance criteria. The performance criteria used in connection with a particular performance award will be determined by the administrator. In the case of performance awards intended to qualify for exemption under Section 162(m) of the Internal Revenue Code of 1986, the administrator will use one or more objectively determinable measures of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenue; assets; expenses; expense control; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; capital or capital ratios; one or more operating ratios; operating leverage; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; shareholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A performance criterion and any targets with respect thereto determined by the administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m) of the Internal Revenue Code, the administrator may provide in the case of any award intended to qualify for such exception that one or more of the performance criteria applicable to such award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions, changes in accounting principles or interpretations, impairment charges) occurring during the performance period that affect the applicable performance criterion or criteria. No performance award may be granted after State Street’s first meeting of shareholders held in 2014 until the listed performance measures (as originally approved or as subsequently amended) have been resubmitted to and reapproved by State Street’s shareholders in accordance with the requirements of Section 162(m) of the Internal Revenue Code, unless such grant is made contingent upon such approval.

Plan Benefits.The future benefits or amounts that would be received under the plan are discretionary and are therefore generally not determinable at this time. However, Patrick de Saint-Aignan and Robert Kaplan, each elected to the Board of Directors of Watts Water Technologies, Inc., an NYSE-listed supplier of products for use in March 2009, will be entitled tothe water quality, water safety, water flow control and water conservation markets, since February 2009.

Mr. Burnes’ community activities include being a pro rata sharemember of the annual retainerDana Farber Cancer Institute’s Board of Trustees, Chairman of the Board of Visitors and deferred stock awarda member of the Board of Trustees of New England Conservatory, Chairman of the Board of Trustees of the Schepens Eye Research Institute and a Member of the Board of Trustees of the Epiphany School. Mr. Burnes holds both an LL.B. and B.A. degree from Harvard University.

A German citizen, Dr. Coym is the retired head of Lehman Brothers, Inc., in Germany and a former member of Lehman Brothers Bankhaus Management Board and its European Management Group, where he served from 1993 to 2005. Before joining Lehman Brothers, Inc., Dr. Coym was Managing Director and Office Manager of Salomon Brothers AG, and a Managing Director of Salomon Brothers, Inc. from 1986 to 1993. Prior to joining Salomon Brothers, he was a director of Commerzbank. His more than 35 years of experience in investment banking, based primarily in Europe, has, among other things, given Dr. Coym insight into the complexities and trends within and influencing the financial services industry, including its participants, customers and regulators, particularly in a region of strategic importance to State Street, as well as perspective on the factors motivating and affecting major corporate strategic and financing transactions. Dr. Coym has been the Deputy Chairman of the Supervisory Board of Magix AG, an international provider of software, online services and digital content in multimedia communication, since November 2003.

Dr. Coym was a member of the supervisory board of the Deutsche Börse AG from 1994 to 2003. As one of the world’s leading exchange organizations Deutsche Börse Group provides investors, financial institutions and companies access to global capital markets, and Dr. Coym’s role as a member of the supervisory board was to oversee the work of the Executive Board and appoint its members as well as to approve important corporate decisions and company planning. Dr. Coym served as a member of the supervisory board (Börsenrat) of Eurex, the German options and futures exchange from 1994 to 2005, serving as its chairman from 2003 to 2005. Dr. Coym served as a board member of the Association of Foreign Banks in Germany from 1992 to 2005, serving as chairman of the executive committee from 2001 to June 2005 and he was a member of the German Central Capital Market Committee from 1997 to 2005. Since 2003, Dr. Coym has been a member of the Advisory Council of the German Bundesbank in Frankfurt and was also a member of the Advisory Council to the German Minister of Finance from 2002 to 2005. Dr. Coym joined the Board in 2006 as part of State Street’s international growth initiatives. Dr. Coym received an undergraduate degree and a Ph.D. in business studies from The University of Hamburg.

As a retired Managing Director and Advisory Director at Morgan Stanley, a global financial advisor to companies, governments and investors, Mr. de Saint-Aignan headed Morgan Stanley’s global fixed-income derivatives business from 1986 to 1991, its debt capital markets activities from 1991 to 1993, its office in Paris from 1993 to 1995 and the firm-wide risk management function from 1995 to 2002. He also held multiple positions at Morgan Stanley from 1974 to 2007, which included responsibilities in corporate finance, capital markets and firm management. This experience gave Mr. de Saint-Aignan an appreciation and understanding of risk management, particularly with respect to the implementation of risk evaluation and monitoring programs within a global financial services organization.

Since 2008, Mr. de Saint-Aignan has been a member of the board of directors of Allied World Assurance Company, an NYSE-listed specialty insurance and reinsurance company, for which he is the chairman of the compensation committee and a member of the audit, risk and investment committees. Since 2007, he has also served on the compensation committee for Forerun Inc., a private healthcare information technology company.

Mr. de Saint-Aignan served, from 2005-2007 as Censeur on the Supervisory Board of IXIS Corporate and Investment Bank. From 2006-2008, he served as a member of the board of directors of Bank of China Limited, for which he also was a member of the Risk Policy Committee and the Personnel and Remuneration Committee. Mr. de Saint-Aignan’s broad, international board and supervisory experience has given him a global view on governance and related matters. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

Since 2007, Ms. Fawcett has been the non-Executive Chairman of Pensions First LLP, a financial services and systems company, based in London, that provides advice and capital markets solutions for the defined benefits pensions industry. She also is non-Executive Chairman of the Guardian Media Group plc, a privately held diversified multimedia business that includes national and regional newspapers, websites, radio stations and magazines.

Prior to becoming Chairman of Pensions First and a member of the Board of the Guardian Media Group, Ms. Fawcett held senior roles at Morgan Stanley International Limited in London, a global financial advisor to companies, governments and investors, which she joined in 1987. She was appointed Vice President in 1990, Executive Director in 1992, Managing Director and the Chief Administrative Officer for Morgan Stanley’s European operations in 1996, Vice Chairman and Chief Operating Officer of European operations in 2002 and Senior Advisor in 2006. At Morgan Stanley, Ms. Fawcett had oversight of the company’s operational risk functions and infrastructure support, responsibility for development and implementation of the company’s business strategy (including business integration) and corporate affairs. Prior to joining Morgan Stanley, Ms. Fawcett was an attorney (in New York and Paris, France) at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law.

From June 2004 to 2009, Ms. Fawcett was a member of the Court of Directors of the Bank of England, the non-executive board which is responsible for managing the affairs of the Bank, other than the formulation of monetary policy. In her role at the Bank of England, Ms. Fawcett served as Chairman of the Audit Committee. Ms. Fawcett was awarded a CBE (Commander of the Order of the British Empire) by the Queen in 2002 for services to the finance industry. In addition, she received His Royal Highness The Prince of Wales’s Ambassador Award in 2004, an award recognizing responsible business activities that have a positive impact on society and the environment.

Ms. Fawcett has been Deputy Chairman of the National Portrait Gallery in London since 2002, Chairman of the London International Festival of Theatre since 2002 and a Governor of the London Business School since 2009. Ms. Fawcett received a B.A. degree from Wellesley College, a J.D. degree from the University of Virginia and an honorary degree from the American University in London (Richmond). Ms. Fawcett holds dual American and British citizenship.

Mr. David P. Gruber is the retired Chairman, Chief Executive Officer and Director of Wyman-Gordon Company, a manufacturer of forging, investment casting and composite airframe structures for the commercial aviation, commercial power and defense industries. Mr. Gruber served as President of Wyman-Gordon from 1991 to 1997, chief operating officer from 1991 to 1994 and chief executive officer from 1994 until his retirement in 1999, giving him broad management experience regarding a large, complicated organization outside the financial services industry. His tenure on State Street’s Board gives him a perspective on the opportunities and challenges presented to the company’s businesses through market cycles and trends and on the company’s operations and strategic direction.

Mr. Gruber has been chairman of the board of directors for Cambridge Semantics Inc., a privately held leading provider of semantic middleware and application development tools since 2009. Mr. Gruber has also been a member of the boards of directors of Stone Panels, Inc., a manufacturing company that produces light weight stone panels that are used on the internal and external surfaces of buildings since 2008, Nanoscale Components, Inc., a privately held company that develops super capacitors since 2008, and Nanocomp Technologies Inc., a privately held developer of energy-saving performance materials and component products from carbon nanotubes since 2009. From 2000 to 2008, he acted as the chairman of the Worcester Polytechnic Institute Mechanical Engineering Advisory Committee. He is a Distinguished Life Member of the Materials Information Society (ASM) and a trustee for the Manufacturers Alliance for Productivity and Innovation. He has a B.S. degree from Ohio State University.

Dr. Linda A. Hill is the Wallace Brett Donham Professor of Business Administration at the Harvard Business School, a position she has held since 1997. Dr. Hill has also been the faculty chair of both the Leadership Initiative and the High Potentials Leadership Program within Harvard Business School. She also served as the faculty chair of the Organizational Behavior unit at Harvard Business School. Since 1994, Dr. Hill has been a member of the board of directors of Cooper Industries, an NYSE-listed diversified global manufacturer of electrical components and tools with 2008 revenues of $6.5 billion. Dr. Hill has served on Cooper Industries’ Management Development and Compensation Committee since 1994. Dr. Hill is the author of several books and articles focusing on the continuing challenges of management and leadership.

Dr. Hill’s community activities include serving on the boards of trustees of Bryn Mawr College, the Boston Children’s Museum, The Bridgespan Group and The Nelson Mandela Children’s Fund USA. Since 2007, Dr. Hill has been a Diamond Cluster Fellow with Diamond Management & Technology Consultants, Inc., a management and technology consulting firm. Dr. Hill has been on the Advisory Board of the Aspen Institute Business and Society Program, and she has served on the Editorial Board of Leadership Quarterly. Dr. Hill was also a member of the Board of Trustees of The Rockefeller Foundation. She received an A.B. degree in psychology from Bryn Mawr College, an M.A. in educational psychology from the University of Chicago, and a Ph.D. in behavioral sciences from the University of Chicago and completed her post-doctoral research fellowship at the Harvard Business School.

Mr. Joseph L. Hooley is State Street’s President and Chief Executive Officer, effective March 1, 2010. Mr. Hooley joined State Street in 1986 and has served as President and Chief Operating Officer since April 2008. After leading State Street’s U.S. Mutual Fund sales organization, Mr. Hooley joined State Street’s shareholder servicing joint venture with Kansas City-based DST systems. From 1988 to 1990, he served as president and chief executive officer of National Financial Data Services and was president and chief executive officer of Boston Financial Data Services from 1990 to 2000. From 2002 to April 2008, Mr. Hooley served as Executive Vice President and head of Investor Services and, in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading and Operations and Technology. In his various roles within State Street, Mr. Hooley has been responsible for all of State Street’s asset servicing and trading activities worldwide and has served on the company’s Operating Group, the most senior policy-making officers, giving him a detailed perspective and core understanding of the company’s full range of services and involving him deeply in the company’s key operations, strategic initiatives and customer relationships globally.

Mr. Hooley has been a director of Boston Financial Data Services since 1992, a director of Boys and Girls Clubs of Boston since 2002 and a director of the President’s Council of the Massachusetts General Hospital since 2009. Since 2007 he has been chairman of the Boston College Center for Asset Management, and since 2006 he has been a member of The Boston Club’s Corporate Advisory Board, which is focused on identifying and recommending qualified women candidates for openings on corporate boards. He received his B.S. degree from Boston College.

ROBERT S. KAPLAN

Age 52, Director since 2009

A Professor of Management Practice at Harvard Business School since 2005, Mr. Kaplan also is an advisory director to May 2009 period. The pro-rated annual retainer may,Berkshire Partners LLC, a private equity firm which he joined in 2009. Mr. Kaplan was acting president and chief executive officer at Harvard Management Company, which manages Harvard University’s endowment and related financial assets for fiscal year 2007 and also served as an interim chief executive officer from November 2007 to June 2008. Previously, Mr. Kaplan was a Senior Director at the newly elected director’s election, be payableGoldman Sachs Group, which he joined in shares1983. During his service at Goldman Sachs, Mr. Kaplan had a broad range of State Street common stock. The following individualsresponsibilities, providing him with a regionally diverse and groupspractical knowledge of individuals havefinancial, operational and regulatory issues within the financial services industry. At Goldman Sachs, Mr. Kaplan served as vice chairman from 2002 to 2006, with oversight responsibility for the Investment Banking and Investment Management Divisions, and as a member of the firm’s Management Committee from 2002 to 2006. He served as the global co-head of the Investment Banking Division from 1999 through 2002 and was the co-chief operating officer at Global Investment Banking from 1998 to 1999. Mr. Kaplan became the head of the Americas Corporate Finance Department in 1994 and the co-head of Asia-Pacific Investment Banking from 1990 through 1993. Mr. Kaplan was also a member of the board of directors of Bed, Bath and Beyond, Inc., an NYSE-listed retailer, from 2004 until 2009.

Mr. Kaplan is actively involved in community activities, acting since 2000 as co-chairman of the board of Project A.L.S., a not-for-profit dedicated to neurodegenerative disease research, and as co-chairman since 1998 of the board of the Teak Fellowship, a not-for-profit which provides academic support to low-income students from New York City. Mr. Kaplan has also served as co-chair of the executive committee for Harvard University Office of Sustainability Greenhouse Gas Emission Implementation Planning. Since 2008 he has been a trustee of the Ford Foundation, and the Jewish Theological Seminary since 2004.

In 2006, Mr. Kaplan was appointed by the Governor of Kansas as a member of the Kansas Healthcare Policy Authority Board. He has been a member of the Investors Advisory Committee on Financial Markets of the Federal Reserve Bank of New York. Mr. Kaplan received his B.S. from the following awards under the plan, statedUniversity of Kansas, and an M.B.A. from Harvard University and also was previously employed as a Certified Public Accountant for Peat Marwick Mitchell & Co.

Dr. Charles R. LaMantia retired in aggregate numberJuly of shares of common stock underlying options/SARs and other awards, since its inception in 2006: Ronald E. Logue,1999 as Chairman and Chief Executive Officer 542,580 options/SARsof Arthur D. Little, Inc., a worldwide professional service company with activities in management consulting, technology and 246,308 other awards; Edward J. Resch,product development, and environmental, health and safety. He served as president and chief operating officer of Arthur D. Little, Inc. from 1986 to 1988 and served as president and chief executive officer from 1988 to 1998. He initially joined Arthur D. Little in 1967. From 1981 to 1986, Dr. LaMantia served as president and chief executive officer of Koch Process Systems Inc., an integrated engineering and manufacturing company owned by Koch Industries, Inc. Dr. LaMantia has served on State Street’s board for seventeen years, giving him insight into the company’s development and of its operations and business model over an extended period, along with perspective on the significance of new developments. Dr. LaMantia has authored more than 40 papers and articles and is the co-inventor of three U.S patents. Since November 2004, Dr. LaMantia has served on the board of directors of NeuroMetrix, Inc., a NASDAQ listed science focused medical device company that advances patient care through the development and marketing of innovative medical devices. Dr. LaMantia served as an officer in the United States Navy.

Dr. LaMantia’s community involvement has included serving on the advisory board of the Carroll School of Management of Boston College. He has also served on boards of several not-for-profit organizations including New England Medical Center and the Boston Public Library Foundation, as well as working on the advisory boards of WGBH, the Museum of Science, Columbia Engineering and the Woods Hole Oceanographic Institute. Dr. LaMantia received B.A., B.S., M.S., and Sc.D. degrees from Columbia University and attended the Advanced Management Program at Harvard Business School. He was a Sloan Foundation Fellow, a National Science Foundation Fellow, and is a member of Phi Beta Kappa and Tau Beta Pi.

RONALD E. LOGUE

Age 64, Director since 2000

Mr. Logue retired from his role as Chief Executive Officer of State Street, effective March 1, 2010, and currently serves as the non-executive Chairman of the Board of State Street. He was appointed to the role of Chairman and Chief Executive Officer in June 2004. This role entailed responsibilities over all aspects of State Street’s business, governance, operations, financial matters, strategy, regulatory matters and employees. Mr. Logue joined State Street in 1990 as Senior Vice President and head of investment servicing for U.S. mutual funds. He was elected Vice Chairman in 1999, Chief Operating Officer in 2000 and President in 2001. As President and Chief Operating Officer, he was responsible for overseeing State Street’s investment servicing, securities finance and investment research and trading activities, as well as information technology.

Mr. Logue, a native of Boston, is an active member of the community. Since 2001, he has been a director of the Metropolitan Boston Housing Partnership, a nonprofit, low-income housing organization. Since 2007, he has been a director of the Institute of Contemporary Art, and since 2006 he has been a director of the United Way of Massachusetts Bay. Since 2006, he has also served as a member of the board of overseers of the Museum of Fine Arts, Boston. He received his B.S. and M.B.A. degrees from Boston College.

Mr. Sergel served as President and Chief Executive Officer of the North American Electric Reliability Corporation (NERC), a self-regulatory organization for the bulk electricity system in North America from 2005 through his retirement from that position in 2009. Prior to joining NERC, he spent twenty five years with the New England Electric System, a NYSE-listed electric utility (and its successor company, National Grid USA) serving as President and Chief Executive Officer from 1998 to 2004.

Mr. Sergel’s community activities included his service on the board of directors for Jobs for Massachusetts, the Greater Boston Chamber of Commerce, the board of trustees of the Merrimack Valley United Way, Chairman of the Consortium for Energy Efficiency, audit committee service for the Town of Wellesley, Massachusetts and trustee of the Worcester Art Museum.

Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University, and an M.B.A. from the University of Miami. He served in the United States Air Force reserve from 1973 to 1979.

Ronald L. Skates currently is a private investor. He served as Chief Executive Officer and President of Data General Corp., which manufactured multi-user computer systems such as minicomputers, workstations, servers and storage devices from November 1989 until October 1999 when EMC Corporation acquired the company. For Data General, he was Senior Vice President of Finance and Administration from November 1986 to August 1988, Executive Vice President and Chief Operating Officer from August 1988 to November 1989 and Chief Financial Officer 226,373 options/SARsfrom November 1986 to August 1987. He began his career at PricewaterhouseCoopers as a Certified Public Accountant and 99,467served as an Audit Partner from July 1976 to November 1986. Since 2003, Mr. Skates has been a director at Raytheon Company, an NYSE-listed developer of technological products specializing in defense, homeland security and other awards; Josephgovernment markets throughout the world. On the Raytheon board of directors, Mr. Skates serves as chairman of the audit committee, member of the executive committee and a member of the governance and nominating committee. Since 2003, he has been a director of Courier Corporation, an NASDAQ-listed full-service book manufacturer and specialty publisher, and he currently serves as the chairperson of the audit and finance committee, member of the compensation and management development committee and a member of the nominating and corporate governance committee. Since 2002 he has also been a director of Gilbane, Inc. a privately held, family owned construction and real-estate company. These positions offer him a broad exposure to addressing governance matters in a diversity of industries. From 2000 to 2005, he served as a director of Cabot Microelectronics Corp., an NYSE-listed supplier of sophisticated

polishing compounds and a provider of polishing pads which serve as components for modern electronics. During his tenure at Cabot Microelectronics Corp., Mr. Skates was the chairman of compensation committee from 2001-2005 and a member of nominating and corporate governance from 2001 to 2005.

Mr. Skates is a trustee emeritus of The Massachusetts General Hospital and a trustee of the Massachusetts General Physicians Organization. He holds B.A. (cum laude) and M.B.A. degrees from Harvard University.

Mr. Gregory L. Hooley, PresidentSumme is the Vice Chairman of Global Buyout for The Carlyle Group, a leading private equity firm. Prior to joining The Carlyle Group in 2009, Mr. Summe was a senior advisor at Goldman Sachs Capital Partners, a private equity business affiliated with Goldman Sachs, from 2008 to 2009. Mr. Summe is the former Chairman and Chief OperatingExecutive Officer 349,000 options/SARsof PerkinElmer, Inc., an NYSE-listed global health science company. He served as President of PerkinElmer from 1998-2007 as Chief Executive Officer from 1999-2008 and 181,436 other awards; Joseph C. Antonellis, Viceas Chairman 277,545 options/SARs and 153,074 other awards; James S. Phalen, Executive Vice President, 132,989 options/ SARs and 66,716 other awards; all current executive officers, asfrom 1999-2009. During his tenure at PerkinElmer, Mr. Summe was responsible for changing the business from a group, 2,305,058 options/SARs and 1,292,455 other awards; all current directors who are not executive officers, asdiversified defense contractor to a group, no options/SARs and 48,200 other awards; and all employees, including all current officers who are not executive officers, as a group, 223,069 options/SARs and 12,574,927 other awards.

General Provisions Applicableglobal technology leader in health sciences. Prior to All Awards.Neither ISOs nor, except for gratuitous transfersPerkinElmer, Mr. Summe served at AlliedSignal (now Honeywell International) from 1993 to the extent permitted by the administrator, other awards may be transferred other than by will or by the laws of descent and distribution. During a recipient’s lifetime an ISO and, except1998, successively as the administrator may provide, other non-transferable awards requiring exercise may be exercised only byPresident of General Aviation Avionics, President of Aerospace Engines, and the recipient. Shares delivered underPresident of the plan may consistAutomotive Products Group. From 1992 to 1993, Mr. Summe was the general manager of either authorized but unissued shares or previously issued shares acquired by State Street.commercial motors at General Electric and an associate and then partner at McKinsey & Co., a management consulting firm, from 1983 to 1992.

Mergers and Similar Transactions. InMr. Summe currently serves as the event of a “change in control”Lead Director of State Street as definedand is a director of Automatic Data Processing (ADP), Inc. He is also active in a variety of charitable and educational community activities. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He has published a number of articles in the plan, all optionsHarvard Business Review, Electronic Business, and SARs issued undervarious technical journals and is in the plan will become fully exercisable, all sharesEngineering Hall of restricted stockDistinction at the University of Kentucky.

Mr. Weissman is State Street’s longest serving director, and restricted stock units will vest,he provides a mature confidence and holdersglobal vision of performance awardsbusinesses, including the evolving roles and responsibilities of directors. Since 2001, Mr. Weissman has served as to which the performance perioda director of Pitney Bowes Inc., an NYSE-listed provider of mail equipment, where he has not ended will (if the transaction involves a payment to shareholders) be cashed out. If options and SARs are granted in substitution for existing awards, the substitute awards will remain exercisable after a termination of employment or other service relationship (other than by reason of death or disability), or retirement for the lesser of the period of seven months or the period endingserved on the latest dateaudit, governance and compensation committees. Additionally, Mr. Weissman has been a director at NYSE-listed advisory firm, Information Services Group, Inc., since 2006, where he has served on which the option or SAR could otherwise havecompensation, governance and audit committees. Since 2001, Mr. Weissman has also been exercised. Also, in connection with or following a change in control, awards may not be amended in any manner adversedirector at NYSE-listed Cognizant Technology Solutions Corporation, a leading provider of information technology, consulting and business-process outsourcing, devoting his time to the participant without the participant’s consent.

Whether or not there is a change in control, as defined, in the event of a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of stock, in which State Street is not the surviving corporation or which results in the acquisition of all or substantially all of State Street’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, a sale or transfer of all or substantially all of State Street’s assets, or a dissolution or liquidation of State Street, the following rules will apply except as otherwise provided in an award. If the transaction is one in which there is an acquiring or surviving entity, the administrator may provide for the assumption of some or all outstanding awards or for the grant of new awards in substitution therefore by the acquirer or survivor or an affiliate of the acquirer or survivor. If the transaction is one in which holders of common stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the administrator may likewise cash out some or all awards, except that the terms of payment need not be the same as those applicable to holders of common stock. If the transaction (whether or not there is an acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, awards will become payable, except that the administrator may impose restrictions on amounts payable to carry out the intent of the plan (subject to the requirement of full vesting if the transaction constitutes a change in control). Existing awards requiring exercise, unless assumed, will terminate upon completion of the transaction.

Amendment. The administrator may at any time or times amend the plan or any outstanding award for any purpose which may at the time be permitted by law,compensation and may at any time terminate the plan as to any future grants of awards. The administrator may not, however, alter the terms of an award so as to affect materially and adversely the participant’s rights under the award without the participant’s consent, unless the terms of the plan so provide or the administrator expressly reserved the right to do so at the time of the award.

Non-U.S. Participants: The administrator may provide for special rules applicable to non-U.S. participants.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table discloses the number of outstanding common stock options, warrants and rights granted by State Street to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2008. The table provides this information separately for equity compensation plans that have and have not been approved by shareholders. The table does not include the additional shares that are the subject of the proposed amendment and restatement of the 2006 equity incentive plan being presented for shareholder approval at the annual meeting.

One compensation plan under which equity securities of State Street are authorized for issuancegovernance committees. Mr. Weissman has been adopted without the approvalchairman of shareholders.

In 2001, the Board adopted the State Street Corporation savings-related stock plan, or “SAYE Plan”, for employeesShelburne Investments, a private investment company that works with emerging companies in the United Kingdom. UnderStates and Europe, since 2001. Mr. Weissman served as the SAYE Plan, employee-participants could commitchairman and chief executive officer of IMS Health Incorporated, an NYSE-listed leading provider of information to save a specified amountthe pharmaceutical and healthcare industries, from after-tax pay for a fixed period (either three or five years). Savings are deducted automatically. At1997 to 2000. From 1996 to 1997, he was chairman and chief executive officer of Cognizant Corporation, the endformer parent company of IMS Health Inc. Mr. Weissman was chairman and chief executive officer of The Dun & Bradstreet Corp. from 1994 to 1996 and president and chief operating officer from 1985 to 1994.

Mr. Weissman’s community activities include acting as the vice chairman of the period chosen,board of trustees of Babson College. Mr. Weissman received a tax-free bonus is added by State Street to the savings amount (the leveldegree in Business Administration and an honorary Doctor of the bonus depends on the length of the fixed period of savings), and participants have the option to receive the savings and bonus amount in cash, or to use the amount to purchase common stockLaws degree from State Street at an exercise price equal to the market price of the stock as of the date of joining the SAYE Plan less a discount fixed by State Street at the date of joining. For participants joining the SAYE Plan in 2001, the discount was 15%. There was no discount for participants joining in 2002. Options granted under the SAYE Plan are non-transferable. If a participant withdraws from participation before the end of the fixed period, the options to purchase stock are forfeited. If a participant terminates employment during the period due to retirement, disability, redundancy or sale of the employer from State Street’s group, the options may be exercised within six months of the occurrence, or one year if by reason of death. Under the SAYE Plan, an aggregate of 170,000 shares of common stock was authorized for issuance. The SAYE Plan has been discontinued and no new participations under the SAYE Plan are permitted. At December 31, 2008, there were no outstanding stock options.

In addition, individual directors who are not our employees have received annual awards of deferred stock for a number of shares based on the amount of their annual retainer, payable after the director leaves the Board or attains a specific age. The number of deferred shares includes, in the case of certain directors, additional deferred share amounts in respect of an accrual under a terminated retirement plan, and for all directors is increased to reflect dividends paid on the common stock. Also, directors who are not our employees may receive their annual retainer payable at their option either in shares of our common stock or cash, and may further elect to defer either 50% or 100% until after termination of their services as a director. The number of deferred shares is increased to reflect dividends paid on the common stock. Deferred stock awards totaling 187,258 shares of common stock were outstanding at December 31, 2008; awards made through June 30, 2003 have not been approved by shareholders. Awards of deferred stock made or non-deferred retainer shares paid to individual directors after June 30, 2003 have been or will be made under our 1997 or 2006 equity incentive plans, which were approved by shareholders.Babson College.

Federal Income Tax Effects

The following discussion summarizes certain United States federal income tax consequences of the issuance and receipt of options under the plan under the law as in effect on the date of this proxy statement. Changes to these tax laws could alter the tax consequences described below. This summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code related to nonqualified deferred compensation. The summary does not purport to cover federal employment tax or other federal tax consequences that may be associated with the plan, nor does it cover state, local or non-U.S. taxes.

ISOs. An optionee realizes no taxable income upon the grant or, for regular tax purposes, upon the exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the optionee. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee (and a deduction to State Street) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which State Street is not entitled to a deduction. If the optionee does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which State Street is not entitled to a deduction.

NSOs. In general, in the case of a NSO, the optionee has no taxable income at the time of grant but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price; a corresponding deduction is available to State Street; and upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which State Street is not entitled to a deduction.

In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NSO. ISOs are also treated as NSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.

Stock Appreciation Rights. A recipient of a stock appreciation right will not have income upon grant of the SAR. The recipient generally will recognize compensation income upon the exercise of the SAR equal to the amount of cash and the fair market value of any stock received; a corresponding deduction is available to State Street. Upon the subsequent sale of the stock, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which State Street is not entitled to a deduction.

Restricted Stock Awards. A recipient will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a recipient will have compensation income equal to the value of the stock less the purchase price and State Street will be entitled to a corresponding deduction. Upon the subsequent sale of the stock, any recognized gain or loss after the date of grant is treated as capital gain or loss for which State Street is not entitled to a deduction. If the recipient does not make an 83(b) election, then when the stock vests the recipient will have compensation income equal to the value of the stock on the vesting date less the purchase price; a corresponding deduction is available to State Street. Upon the subsequent sale of the stock, any recognized gain or loss after the date of vesting is treated as capital gain or loss for which State Street is not entitled to a deduction.

Restricted Stock Units. A recipient will not have income upon the grant of a restricted stock unit award. A recipient is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the restricted stock unit vests, or, if the delivery of the shares has been properly deferred, upon delivery of the shares, the recipient will have compensation income equal to the value of the stock less the purchase price, if any; a corresponding deduction is available to State Street. Upon the subsequent sale of the stock, any recognized gain or loss after the date of vesting (or delivery) is treated as capital gain or loss for which State Street is not entitled to a deduction.

Golden Parachute Tax.Under the so-called “golden parachute” provisions of the Code, the accelerated vesting of awards in connection with a change in ownership or control of State Street may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards under the plan, may be subject to an additional 20% federal tax and may be nondeductible to State Street.

Section 162(m).Where applicable, Section 162(m) limits the deduction for compensation payable to certain executive officers of State Street. Options under the plan should be able to qualify as performance-based awards not subject to the deduction limitation under Section 162(m) of the Code. The Board may also grant performance awards that are intended to be exempt from the deduction limitation under Section 162(m) of the Code.

ITEM 42 – NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 42 on your proxy card)

The Board of Directors recommends that shareholders approve the non-binding advisory proposal on executive compensation described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of the advisory proposal.

State Street maintains an executive compensation program with the goals of attracting, retaining and motivating superior executives and rewarding them for meeting State Street’s short-term and longer-term financial and strategic goals.goals, and driving corporate financial performance and stability, in a manner aligned with appropriate risk management principles. The program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our shareholders. The overall program is described in this proxy statement under the heading “Executive Compensation” and specifically in the “Compensation Discussion and Analysis” sectionsection. In addition, for its 2008 incentive compensation process, we initiated a specific risk review of that disclosure.

As described under the heading “Compensation Discussion and Analysis”, State Street met or exceeded its corporate financial goalsour incentive compensation practices for 2008 and maintained a strong regulatory capital position amidst substantial volatility, illiquidity and disruption in the global credit and other financial markets. Nonetheless,our senior executive officers. For our 2009 incentive compensation process, we have expanded this review to include an evaluation of our general compensation programs in light of this disruptionissued and proposed regulatory guidance on the challenges faced by our shareholders, as well asalignment of State Street’s participation in the taxpayer-funded efforts to stabilize the financial markets, our Chairmanincentive compensation and Chief Executive Officer, Ronald E. Logue, approached the Board in January 2009 to indicate his unwillingness to receive 2008 incentive compensation. Mr. Logue ultimately concluded with our Executive Compensation Committee that none of our “named executive officers” disclosedrisk management. This review is described in this proxy statement under the heading “Executive Compensation” would receive any incentive compensation grants for 2008.Compensation – Alignment of Incentive Compensation and Risk.”

Subsequently, on February 17,At our 2009 the American Recovery and Reinvestment Actannual meeting of shareholders, held May 20, 2009, was enacted. Under the provisions of this Act, all participants in the United States Department of the Treasury’s Troubled Asset Relief Program, or TARP, are required to permitwe proposed a non-binding advisory shareholder vote on executive compensation. Our shareholders voted to approve executive compensation disclosed in accordance with SEC rules, annually duringthat proposal. At the period in which any obligation arising from financial assistance arising under TARP remains outstanding. In October 2008time, we were participating, at the invitation of the U.S. Department of the Treasury, announcedas one of the capital purchasefirst nine banks to lead the U.S. Treasury’s TARP Capital Purchase Program. Under the provisions of that program, portion of TARP, designed to encourage U.S. financial institutions to build capital to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. State Street was invitedeconomy, we were required to be one of the first nine banks to help lead this initiative, and in late October, we received an investment of $2 billion from Treasury in return for shares of our fixed-rate cumulative perpetual preferred stock and a warrant to purchase shares of our common stock. As a participant in the TARP capital purchase program, we are includinginclude a non-binding advisory shareholder vote on executive compensation in thisour proxy statement for approval by our shareholders at the annual meeting.

As noted above, theThe advisory vote is not binding.non-binding. In addition, the vote may not be construed as overruling any decision by the Board. Although non-binding, the Executive Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The text of the vote presented for your approval is as follows:

ITEM 53 – RATIFICATION OF THE SELECTION

OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 53 on your proxy card)

The Board of Directors recommends that shareholders approve the ratification of the selection of the independent registered public accounting firm described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of the proposal.

The Examining and Audit Committee has appointed Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2009.2010. Ernst & Young LLP has acted as our independent auditor since 1972. We have been advised by Ernst & Young LLP that it is a registered public accounting firm with the Public Company Accounting Oversight Board and complies with the auditing, quality control and independence standards and rules of that Board and the SEC.

We expect that representatives of Ernst & Young LLP will be present at the annual meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire.

While shareholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required, the Board of Directors is submitting the selection of Ernst & Young LLP to the shareholders for ratification to learn the opinion of shareholders on the selection. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2009.2010. Should the selection of Ernst & Young LLP not be ratified by the shareholders, the Examining and Audit Committee will reconsider the matter. Even in the event the selection of Ernst & Young LLP is ratified, the Examining and Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines thatin its view such a change is in the best interests of State Street and its shareholders.

ITEM 64 – SHAREHOLDER PROPOSAL RELATING TO THE SEPARATION OF THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The Board of Directors unanimously recommends that you vote

AGAINST

this shareholder proposal (Item 64 on your proxy card)

The Board of Directors recommends that shareholders vote against the shareholder proposal described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted against the shareholder proposal.

Patrick A. Jorstad,Walden Asset Management, of 6300 Stevenson Avenue, #413, Alexandria, Virginia 22304, who isOne Beacon Street, Boston, Massachusetts 02108, the beneficial owner of 338approximately 73,325 shares of State Street’s common stock entitled to be voted on the proposal at the meeting and co-proponent, Benedictine Sisters of Mount St. Scholastica, of 801 S. 8^th Street, Atchison, Kansas 66008, the beneficial owner of approximately 307 shares of State Street’s common stock entitled to be voted, have submitted the proposal set forth below for inclusion in the proxy statement. The text of the proposal and supporting statement, as furnished to us by the co-proponents, are as follows:

Separate Chair and CEO

State Street

RESOLVED: The shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require the Chair of the board of directors to be an independent member of the Board. This policy should be phased in for the next CEO transition.

Supporting Statement:

We believe:

Numerous institutional investors recommend separation. For example, California’s Retirement System CalPERS’ Principles & Guidelines encourage separation, even with a lead director in place.

In 2009, Yale University’s Millstein Center for Corporate Governance and Performance published a Policy Briefing paper “Chairing the Board,” arguing the case for a separate, independent Board Chair.

The report was prepared in conjunction with the “Chairmen’s Forum” composed of a group of Directors. “A separate CEO and Chairman should improve corporate performance and lead to more competitive compensation practices,” said Gary Wilson, former Chair at Northwest Airlines, a Yahoo Director and a member of the Forum.

The report stated that chairing and overseeing the board is a time sensitive responsibility and that a separate Chair leaves the CEO free to manage the company and build effective business strategies.

An independent Chair also avoids conflicts of interest and improves oversight of risk. Any conflict in this role is reduced by clearly spelling out the different responsibilities of the Chair and CEO.

Many companies have independent Chairs; by 2008 close to 39% of the S&P 500 companies had boards that were not chaired by their chief executive. An independent Chair is the prevailing practice in the United Kingdom and many international markets.

Shareholder resolutions urging separation of CEO and Chair averaged 36.7% support in 2009 at 30 companies, an indication of strong and growing investor support.

Companies are recognizing increasingly that separating the Chair of the Board and Chief Executive Officer (CEO) is a sound corporate governance practice. An independent Chair and vigorous Board can improve focus on important ethical and governance matters, strengthen accountability to shareowners and help forge long-term business strategies that best serve the interests of shareholders, consumers and the company.

We urge a vote FOR this resolution. An independent Chair can enhance investor confidence in our Company and strengthen the integrity of the Board.

In consideration of the potential disruption of an immediate change, we are not seeking to replace our present CEO as Chair. To foster a simple transition, we are requesting that this policy be phased in and implemented when the next CEO is chosen in the future. When a Board declares their support for this future governance reform, the Board and prospective CEO both will be aware of this change in expectation.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board believes that this proposal would unwisely reduce the flexibility of the Board to select the leadership structure that best suits State Street at any given time.

An inflexible, formal policy that always required an independent director to serve as Chairman would impair the Board’s ability to select the most effective Board leadership structure for the company during the relevant period. Currently, in making decisions about the Chairman’s identity and role, the Board considers, among other things, the overall composition of the Board, the identity and role of our Lead Director, our corporate governance, risk oversight and management practices and our overall leadership team.

As a result of a thoughtful weighing of these factors, the Board selects different leadership structures at different times. For example, the Board recently decided to separate the roles of Chairman and Chief Executive Officer. In 2009, Ronald E. Logue announced his retirement as CEO effective March 1, 2010. Following his retirement, Mr. Logue is serving as non-executive Chairman, and our recently elected Chief Executive Officer, Joseph L. Hooley, has joined our Board as a member. Gregory L. Summe continues to serve as Lead Director. The Board believes it is in shareholders’ best interest for the Board to remain able to make thoughtful decisions about board leadership structure from time to time in the future based on its evaluation of the relevant factors.

This flexibility works well for State Street, in light of our strong corporate governance structure that already provides effective independent oversight of State Street management:

The Nominating and Corporate Governance Committee has carefully reviewed and discussed the Millstein Center policy briefing paper cited by the proponent. The Nominating and Corporate Governance Committee is also aware of recent empirical research suggesting that companies forced to adopt “one size fits all” separate board chair proposals may suffer declines in shareholder value. The Nominating and Corporate Governance Committee and the Board believes it should continue to select a leadership structure in a way that is tailored to the needs of State Street, which may include from time to time combining the roles of CEO and Chairman to take advantage of the benefits a single corporate leader may provide. This proxy statement includes disclosure about the appropriateness of State Street’s Board leadership structure for State Street; see pages 23-24. The proposed policy would impose an unnecessary and potentially harmful restriction on the Board that is not in the best interests of shareholders.

Therefore, the Board of Directors unanimously recommends that you vote AGAINST this shareholder proposal (Item 4 on your proxy card).

ITEM 5 – SHAREHOLDER PROPOSAL RELATING TO A REVIEW OF PAY DISPARITY

The Board of Directors unanimously recommends that you vote

AGAINST

this proposal (Item 5 on your proxy card)

The Board of Directors recommends that shareholders vote against the shareholder proposal described below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted against the shareholder proposal.

The Unitarian Universalist Associate of Congregations, of 25 Beacon Street, Boston, Massachusetts 02108, the beneficial owner of approximately 669 shares of State Street’s common stock entitled to be voted on the proposal at the meeting, has submitted the proposal set forth below for inclusion in the proxy statement. The text of the proposal and supporting statement, as furnished to us by the proponent are as follows:

A Proposal to ReviseWHEREAS:Recent events have increased concerns about the Relationshipextraordinarily high levels of executive compensation at many U.S. corporations. Concerns about the structure of executive compensation packages have also intensified, with Our Auditorssome suggesting that the compensation system incentivized excessive risk-taking.

Proposal

The shareholders hereby recommend that – upon adoption byIn a majorityForbes article on Wall Street pay, the director of the shares votedProgram on Corporate Governance at Harvard Law School noted that, “compensation policies will prove to be quite costly – excessively costly- to shareholders.” Another study by Glass Lewis & Co. declared that compensation packages for the 2009 Stockholders’ Meeting –most highly paid U.S. executives “have been so over-the-top that they have skewed the Directors amendstandards for what’s reasonable.” That study also found that CEO pay may be high even when performance is mediocre or dismal.

In 2008, Federal Appeals Court Judge Richard Posner stated that, “executive pay is out of control and the By-lawsmarketplace cannot be trusted to rein it in.” Legislative attempts to address executive compensation include the following section:Excessive Pay Shareholder Approval Act, which mandates that no employee’s compensation may exceed 100 times the average compensation paid to all employees of a given company unless at least 60% of shareholders vote to approve such compensation.

A 2008 piece in BusinessWeek revealed that, “Chief executive officers at companies in the Standard & Poor’s 500-stock index earned more than $4,000 an hour each [in 2007].” It also noted that an S&P 500 CEO had to work, on average, approximately 3 hours in 2007 “to earn what a minimum wage worker earned for the full year.”

A September 2007 study of Fortune 500 firms showed that top executives’ pay averaged $10.8 million the previous year, or more than 364 times the pay of the average U.S. worker. Another study by the Economic Policy Institute found that between 1989 and 2007, average CEO pay rose by 163% while the wages of the average worker in the United States rose by only 10%.

ARTICLE VI Section 6.Auditor FeesRESOLVED: Shareholders request the Board’s Compensation Committee initiate a review of our company’s executive compensation policies and make available, upon request, a summary report of that review by October 1, 2010 (omitting confidential information and processed at a reasonable cost). The Examining and Audit Committee, or its successor, shall certify annuallyWe request that the Corporation has paid no fees to the Corporation’s audit firm, or to any entity owned by a common parent as said firm, for any services other than for audit activities that are required by State or Federal law. This annual certification shall be written, signed by each Committee member, and may be made in the Corporation’s proxy statement. For the five fiscal years preceding adoption of this section, the Committee shall disclosereport include – no later than the filing date of the definitive proxy statement next following adoption of this section – the full dollar amount of all fees paid to the Corporation’s audit firm, and to any entity owned by a common parent as said firm, regardless of the type(s) of service rendered.

The shareholders recommend that the Directors adopt this provision at the first Board meeting after this proposal’s adoption by a majority of the shares voted at the 2009 Stockholders’ Meeting.

Supporting Statement

The sponsor has been a shareholder continuously since 1996.

During this timeframe, management’s reporting of fees paid to Ernst & Young has – in the sponsor’s opinion – lacked full transparency.

For example, on page 50 of the Corporation’s 2007 proxy statement, management disclosed fees paid to Ernst & Young in four categories: Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees.

However, management went on to say: “In connection with the advisory or custodial services State Street provides to mutual funds, exchange traded funds, and other collective investment vehicles, State Street from time to time selects, and in limited circumstances employs, outside accountants to perform audit and other services for the investment vehicles. In such cases, State Street typically uses a request-for-proposal process that has resulted in the selection of various outside auditors, including Ernst & Young LLP. Fees paid to Ernst & Young LLP in such circumstances are not included in the totals provided above.”

At the 2006 Meeting, the sponsor prepared the following question: “What is the total dollar amount of all fees paid [to Ernst & Young] that were not disclosed in the proxy statement? Page 33 of the proxy statement indicates that many of these fees were hidden from shareholder view. Thank you.”

The Chairman refused to concede the point, and refused a request to turn to the page in question.

Given the audit issues regarding collective investment funds, SIVs, and CDOs, and given that FASB Statement 157 takes effect in January 2008, the sponsor believes that “unqualified” audits from Ernst & Young – which are addressed to “THE SHAREHOLDERS AND BOARD OF DIRECTORS OF STATE STREET CORPORATION” – should be free from even the appearance of a conflict of interest.

Thank you for your consideration.

4.

An explanation of whether sizable layoffs or the level of pay of our lowest paid workers should result in an adjustment of senior executive pay to “more reasonable and justifiable levels” and whether Goldman Sachs [sic] should monitor this comparison going forward.

RECOMMENDATION OF THE BOARD OF DIRECTORS

State Street respects the important roleThe Board believes that auditor independence plays in ensuring the integrity of our financial statements, protecting the interests of our shareholders and building confidence in our accounting and financial reporting systems.

For that reason, the Examining and Audit Committeepreparing a special report on pay differentials is active in monitoring the independenceunnecessary, would not be an effective use of State Street’s independent auditor. We believe that the implementation of the shareholder’s proposal would be inconsistent with, and unnecessary in light of, comprehensive federal laws and regulations regarding auditor independence. Furthermore, we believe that, if implemented, this proposal would prevent State Street from exercising appropriate business judgmentresources and would not be consistent with the interests of shareholders. An identical proposal was presented to the shareholders for vote at last year’s annual meeting and only received the support of 11,486,336 shares out of 286,231,336 votes cast on this matter.

In enacting the Sarbanes-Oxley Act of 2002 and adopting the rules and regulations promulgated thereunder, Congress and the SEC specifically determined not to prohibit the provision of all non-audit services by a company’s independent auditor. Rather, they determined to prohibit the provision of only certain identified non-audit services and to require companies’ audit committees to evaluate in advance whether to approve the retention of the independent auditor to provide non-audit services that are not prohibited. Implementation of the shareholder’s proposal would be inconsistent with the judgment of Congress and the SEC that a blanket prohibition of tax and other non-audit services is not appropriate.

Congress and the SEC further determined to require detailed disclosure of the fees to a company for professional services rendered by its independent auditor for audit services, audit-related services, tax services and other non-audit services, as well as the audit committee’s policies and procedures for pre-approval of services by the independent auditor. This detailed information is provided on page 58 of this proxy statement. State Street’s total non-audit fees are not deemed “excessive” under the voting standards of RiskMetrics Group, a leading provider of proxy voting and corporate governance services, which considers non-audit (other) fees “excessive” if they are greater than audit fees, audit-related fees and tax compliance/preparation fees combined.

Although not required by Congress and the SEC, we have voluntarily disclosed on page 58 of this proxy statement that Ernst & Young provides audit and tax compliance services to certain mutual funds, exchange traded funds and foreign-based private investment funds for which State Street is the sponsor and investment adviser or manager. The mutual funds and exchange traded funds have boards of directors or similar bodies that make their own determinations as to selecting the funds’ audit firms and approving any fees paid to such firms. In the case of certain foreign-based private investment funds, State Street participates in selecting the audit firm to provide the audit and tax compliance services. All of the fees for such services are paid by these entities and not by State Street.

Shareholders should be aware that this shareholder’s proposal is not limited to requiring additional disclosure. Rather, the shareholder’s proposal would unnecessarily restrain State Street’s flexibility in securing services. For example, the shareholder’s proposal would not allow State Street’s independent auditor to perform certain audit services, such as statutory audits performed in various locations outside the United States. It would also not allow commonly accepted audit-related services, such as audits of employee benefit plans, non-statutory audits and due diligence procedures. It would also prohibit tax compliance/tax return preparation services, such as tax services for foreign entities, which are often performed by a company’s independent auditor.

We also expect that prohibiting State Street’s independent auditor from providing certain non-audit services that are permitted by Congress and the SEC could result in inefficiencies and increased costs to State Street. For example, having a single firm provide both audit services and the related tax compliance services provides significant efficiencies and cost savings to State Street. State Street can realize considerable cost and time savings under other circumstances by using its independent auditor to provide discrete non-audit services that take advantage of the independent auditor’s considerable knowledge of the company. In all such circumstances,

we believe the best interests of our shareholders.

Our proxy statement provides more meaningful information for shareholders about the compensation paid to our executives than the analysis requested by this proposal. The proxy statement includes a detailed discussion of our compensation goals and methods. As described under the heading “Executive Compensation,” the Executive Compensation Committee has direct responsibility for executive officer compensation plans, policies and programs at State Street and itsfor establishing the overall compensation philosophy for executive officers. The Executive Compensation Committee consists entirely of independent directors. The goals of our compensation program for executive officers are to attract, retain and motivate superior executives and reward them for meeting State Street’s short-term and longer-term financial and strategic goals, and to drive corporate financial performance and stability, in a manner aligned with appropriate risk management principles. The disclosures in our proxy statement provide detailed information that allows shareholders are served by maintainingto assess the flexibility provided under applicable laws and regulations, subject to the Examining and Audit Committee’s approval, including a determination that such services do not impair auditor independence.reasonableness of State Street’s executive compensation.

Moreover, our Board has voluntarily included in this proxy statement a non-binding advisory vote on executive compensation. This vote lets State Street shareholders express their views directly about State Street’s executive compensation programs and compensation disclosure. The Executive Compensation Committee will take into account the outcome of the vote on Item 2 when considering future executive compensation arrangements.

Our Board recognizes that all of our employees make important contributions to our success. The State Street Corporation Incentive Compensation Plan applies to almost every State Street employee, including all levels of employees from associate to CEO, and State Street is committed to paying all of our employees competitive wages and benefits in accordance with their job responsibilities and performance. We seek to compensate each individual, executive or non-executive, at a level that recognizes the individual’s experience, performance and level of responsibility. Compensation should be competitive with that of persons performing similar jobs at other companies with which we compete for employee talent.

The Board and the Executive Compensation Committee believe that our compensation philosophy and the procedures for determining the compensation of our executive officers and all of our employees, including our emphasis on performance-based elements, are in the best interests of our shareholders.

The compensation report requested by the proposal is not customary and may place State Street at a competitive disadvantage. We also note that since 2005, State Street has given its shareholders an opportunity to vote on ratifying the selection of its independent auditors, and each year the selection of Ernst & Young LLP has been approved by more than 97% of the shares that were voted.

In light of the protections already in place, as overseen by the Board’s independent Examining and Audit Committee, we believe that the independence of our outside auditor will not be impaired by the provision of certain non-audit services as permitted under the Sarbanes-Oxley Act and the SEC’s rules and regulations, and that no additional disclosure concerning the fees paid to our independent auditor is required or necessary. We also believe that implementing this shareholder proposal requests that the report include analysis of whether “Goldman Sachs” should monitor comparisons of State Street’s compensation policies going forward. We do not believe it would likely result in additional expense, without a corresponding benefit,be appropriate for Goldman Sachs to monitor State Street.Street’s compensation policies.

Therefore, the Board of Directors unanimously recommends that you vote AGAINST this shareholder proposal (Item 65 on your proxy card).

OTHER MATTERS

The Board of Directors does not know of any other matters that may be presented for action at the annual meeting. Should any other business properly come before the meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. In accordance with our by-laws, we reserveSee “General Information – Could other matters be decided at the right to determine and declare to the meeting that business was not properly brought before the meeting.meeting?” on page 4.

CORPORATE GOVERNANCE AT STATE STREET

State Street is a financial holding company whose principal subsidiary is State Street Bank and Trust Company, which we refer to as the “Bank”.“Bank.” State Street and the Bank are each organized under the laws of the Commonwealth of Massachusetts. In accordance with Massachusetts law and State Street’s by-laws, our Board of Directors has responsibility for overseeing the conduct of our business. Our Board is committed to strong corporate governance practices and is intent on maintaining the reputation for quality, integrity and high ethical standards that State Street has established over many years.

State Street’s Board of Directors, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines. Among other things, the Guidelines describe the role of the Board of Directors, its responsibilities and functions, the director qualification and selection process, the role of the Lead Director and the guidelines on director independence. The Guidelines contain categorical standards for determining director independence in accordance with the listing standards of the New York Stock Exchange.NYSE. In general, these categorical standards would prohibit a director from qualifying as an independent director if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations with State Street, its external or internal auditors, or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street other than director fees and compensation committee interlocks). The categorical standards also provide specified relationships that by themselves, would not impair independence. The portion of the Guidelines addressing director independence is attached asAppendix CA to this proxy statement. The full Guidelines are available on our website at www.statestreet.com and will be made available without charge by State Street to any shareholder who requests them.www.statestreet.com. In addition to the Guidelines, the charters for each committee of the Board and our Standard of Conduct for Employees, Standard of Conduct for Directors and Code of Ethics for Senior Financial Officers are also available on our website. Except as may be specifically incorporated by reference in this proxy statement, information on our website and will be made available without charge by State Street to any shareholder who requests them.is not part of this proxy statement.

Pursuant to the Guidelines, the Board undertook a review of director independence in February and March of 2009.2010. As provided in the Guidelines, the purpose of this review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that each of the current 13 non-management directors (Mses.Mses. Fawcett and Hill and Messrs. Burnes, Coym, Darehshori, de Saint-Aignan, Gruber, Kaplan, LaMantia, Sergel, Skates, Summe and Weissman)Weissman meets the categorical standards for independence under the Guidelines, has no material relationship with State Street and satisfies the qualifications for independence under listing standards of the New York Stock Exchange.

NYSE. In February 2008,making this determination, the Board undertook a similar review with respect toconsidered that each of these individuals, or their respective family members, has relationships or arrangements that fall within the categorical standards established by our Guidelines as not impairing an individual’s independence. These individuals represent all of our non-management directors, except for Mr. Logue, our Chairman of the Board. Mr. Logue is recently retired as our Chief Executive Officer and as such does not meet the categorical standards of independence. In determining the independence of the other non-management directors, the Board considered transactions between State Street and the relevant directors, members of their respective immediate families or entities with which the Board at that time,respective directors are associated, including Maureen Miskovic, who served as a director until April 7, 2008. As a resultthe following types of this review, the Board determined that Ms. Miskovic mettransactions, all of which were deemed to be immaterial under the categorical standards for independence under the GuidelinesGuidelines: commercial relationships with an entity for which the State Street director or family member serves as non-employee director or owner of less than a 10% interest and with respect to which the director was uninvolved in effectthe negotiations (Mses. Fawcett and Hill and Messrs. de Saint-Aignan, Skates, Summe and Weissman); and commercial relationships with an entity for which the State Street director or family member serves as an employee, consultant or executive officer where the director does not receive any special benefits from the transaction and the annual payments to or from the entity are equal to or less than the greater of $1 million or 2% of the consolidated gross annual revenues of the other entity during the most recent completed fiscal year (Ms. Hill and Mr. Kaplan). We have one management director on the Board, Mr. Hooley, our Chief Executive Officer.

Although State Street does not have a formal policy regarding attendance of directors at the annual meeting, all directors are encouraged to attend. Of the thirteen directors then on the Board, twelve attended the 2009 annual meeting.

State Street has established and maintains internal controls and procedures designed to ensure the integrity and accuracy of its consolidated financial statements and control of its assets, and has established and maintains disclosure controls and procedures designed to ensure that State Street is able to timely record, process and report the information required for public disclosure. State Street is dedicated to maintaining the high standards of financial accounting and reporting that we have established over many years of service to shareholders, employees and clients.

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our affairs for directors, officers and employees. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer) as required by the Sarbanes-Oxley Act and the SEC rules thereunder. Any waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers may only be granted by the Board and will be posted on our website atwww.statestreet.com.

State Street received a shareholder proposal from Trillium Asset Management Corporation with respect to the transparency, accountability and oversight of our corporate political contributions and payments to trade associations or other tax-exempt organizations that are used for political purposes. We have not in recent years made corporate political contributions but recognize that this is an issue of increasing interest to corporate shareholders particularly in light of efforts at financial regulation reform. We will explore current and emerging practices among public companies and evaluate the appropriateness for State Street of further enhancing our current policy in regard to this issue, in 2010. Trillium’s proposal was withdrawn in response to this commitment.

Composition of the Board and Director Selection Process

In connection with nominating directors each year and evaluating the need for new director candidates, the Nominating and Corporate Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole, including skill sets, diversity, specific business background and global or international experience. The Board expects all nominees to possess the following attributes or characteristics:

Taken as a whole, the Board expects one or more of its members to have the following skill sets, specific business background and global or international experience:

n

experience in key disciplines, such as risk management, of significant importance to the company’s overall operations; and

The director biographies on pages 8 to 14 indicate each nominee’s experience, qualifications, attributes and skills that led the Board to conclude he or she should continue to serve as a director of State Street. The Board believes that each of the nominees has had no material relationship withsubstantial achievement in his or her personal and professional pursuits, and has talents, experience and integrity that will contribute to the best interests of State Street and satisfiedto long-term shareholder value, and the qualificationsnominees as a group possess the skill sets, specific business background and global or international experience that the Board desires.

State Street does not have a formal policy with respect to diversity, but taken as a whole, strives to have a Board that reflects the diversity (in terms of a number of characteristics, including, gender, race, national origin, age and tenure on the Board) of the company’s key stakeholders and of the various communities in which the company operates. Presently, the Nominating and Corporate Governance Committee and the Board believe the composition of the Board is reflective of this diversity. As noted above, the Nominating and Corporate Governance Committee includes diversity as a consideration in making its recommendations for independence under New York Stock Exchange listing standards.nominees for director.

In carrying out its responsibility to find the best qualified candidates for directors, the Nominating and Corporate Governance Committee will consider proposals from a number of sources, including recommendations for nominees from shareholders submitted upon written notice to the Chair of the Nominating and Corporate Governance Committee, c/o the Office of the Secretary of State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (facsimile number (617) 664-8209). The Committee seeks to identify individuals qualified to become directors, consistent with the above criteria established by the Board for director candidates.

The non-management directors (allCommittee’s process for identifying and evaluating candidates includes actively seeking to identify qualified individuals by reviewing lists of possible candidates, and considering proposals from a number of sources, such as from members of the Board, members of management, employees, shareholders and industry contacts. The Committee’s charter grants it the authority to retain a search firm to assist in conducting this search. Upon identifying a possible candidate, from whatever source, the Committee makes an initial evaluation as to whether the individual would be expected to qualify under the criteria established by the Board for director candidates. A possible candidate whom are independent directors) meetthe Committee feels is an individual who could qualify under the criteria established by the Board is then further evaluated through a process which may include obtaining and examining the individual’s resume, speaking with the person who has recommended the individual, speaking with others who may be familiar with the individual, interviews by members of the Committee with the individual, discussion at the Committee level of the individual’s possible contribution to State Street and, if appropriate, voting on the individual as a candidate. The Committee evaluates possible nominees for director without regard to whether an individual is recommended by a shareholder or otherwise.

Board Leadership Structure

Consistent with the management succession plan announced on October 22, 2009 and approved by State Street’s Board of Directors, effective March 1, 2010 Ronald E. Logue retired as State Street’s Chief Executive Officer. Following his retirement, Mr. Logue now serves as non-executive Chairman of State Street’s Board of Directors, and with re-election as a director at the 2010 annual meeting of shareholders, will continue to serve in executive sessionthat role until his expected retirement as a director on January 1, 2011. Mr. Joseph L. Hooley, previously serving as President and Chief Operating Officer, has, effective March 1, 2010, begun to serve as President and Chief Executive Officer. State Street’s Board of Directors also elected Mr. Hooley as a director effective October 22, 2009. As Chairman, Mr. Logue presides at least quarterly.all meetings of the Board of Directors during which he is present, works with the Chief Executive Officer to establish the agendas for these meetings and serves as a resource to senior management and the Board on strategic and operational and other business and industry matters.

Mr. Gregory L. Summe is the Lead Director of the non-management directors and is also the presiding director. As such, his duties include presiding at all meetings of the Board at which the Chairman is not present, including at executive sessions of non-management directors, serving as a liaison between the Chief Executive Officer, Chairman and the non-management directors, establishing the agenda for executive sessions and consulting with the Chief Executive Officer and the Chairman as to, and approving, the agendas for Board meetings, information sent to the Board and the schedule of Board meetings. The Lead Director conducts an annual process for reviewing the performance of the Chief Executive Officer. The Lead Director is authorized to call meetings of the non-management directors. The Lead Director also communicates with the Chairman and the Chief Executive Officer to provide feedback and also to implement the decisions and recommendations of the non-management directors. The non-management directors meet in executive session at every regularly scheduled meeting of the Board. The independent directors meet in executive session at least quarterly or more frequently as needed.

The meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion of pending and other important matters, and the regularity of these meetings fosters a continuity for these discussions and allows for a greater depth and scope to the matters discussed. The role of the Lead Director provides another method to communicate the perspectives of the independent directors, including the matters discussed at the separate meetings of the independent directors, and to effectively integrate those perspectives into Board agendas and materials.

Communication with the Board of Directors:

Shareholders and interested parties who wish to contact the Board of Directors or Lead Director of the Board should address correspondence to the Lead Director in care of the Corporate Secretary. The Corporate Secretary will review and forward correspondence to the Lead Director or appropriate person or persons for response.

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111

In addition, State Street has established a procedure for communicating directly with the Lead Director regarding concerns about State Street or its conduct, including complaints about accounting, internal accounting controls, or auditing matters. An interested party who wishes to contact the Lead Director may use any of the following methods, which are also described on State Street’s website at www.statestreet.com:

For country specific phone numbers please visit www.statetstreet.com.

The Lead Director may forward to the Examining and Audit Committee, or to another appropriate group or department, any concerns the Lead Director receives for appropriate review. The Lead Director periodically reports to the non-management directors as a group regarding concerns received.

Although State Street does not have a formal policy regarding attendance of directors at the annual meeting, all directors are encouraged to attend. Eleven of the directors attended the 2008 annual meeting.

State Street has established and maintains internal controls and procedures designed to ensure the integrity and accuracy of its consolidated financial statements and control of its assets, and has established and maintains disclosure controls and procedures designed to ensure that State Street is able to timely record, process and report the information required for public disclosure. State Street is dedicated to maintaining the high standards of financial accounting and reporting that we have established over many years of service to shareholders, employees and clients.

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our affairs for directors, officers

and employees. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer) as required by the Sarbanes-Oxley Act and the SEC rules thereunder. Any waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers may only be granted by the Board and will be posted on our website at www.statestreet.com.

Meetings of the Board of Directors

During 2008,2009, the Board of Directors held sixteen meetings and each of the directors attended 75% or more of the total of all meetings of the Board and all meetings of the committees of the Board on which such director served during the year (during the period that such director served). Each member of the Board other than, at this time, Messrs. de Saint-Aignan and Kaplan, is also a member of the Board of Directors of the Bank. The Board of Directors of the Bank held sixteen meetings during 2008.2009. Each member of State Street’s Executive Committee, Risk and Capital Committee and Examining and Audit Committee is also a member of the corresponding committee of the Bank, and members customarily hold joint meetings of both committees.

Committees of the Board of Directors

The Board of Directors has the following committees to assist it in carrying out its responsibilities, each of which operates under a written charter, a copy of which is available on our website at www.statestreet.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, has been approved by the Board.

Executive Committee. The Executive Committee is authorized to exercise all the powers of the Board of Directors, except as otherwise limited by the laws of the Commonwealth of Massachusetts or its charter. The Committee is also responsible for oversight of State Street’s assessment and management of risk. The purpose and function of the Committee includes reviewing, approving, and acting on, as it deems appropriate, regular matters on behalf of the Board of Directors, such as the following: portfolio of investment securities; strategic investments of the Company; personnel issues (including appointment of Senior Vice Presidents and, on occasion, more senior officers); and provisions, charge-offs, and recoveries to the allowances for loan and securities processing losses. The Committee reports periodically to the Board, as appropriate. Its members are David P. Gruber, Chair; Kennett F. Burnes; Amelia C. Fawcett, Charles R. LaMantia and Ronald E. Logue. During 2008, the Committee held fourteen meetings.

Examining and Audit Committee. The Examining and Audit Committee has direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of the independent registered public accounting firm for State Street, and sole authority to establish pre-approval policies and procedures for all audit engagements and for any non-audit engagements with the independent auditor. The Committee also oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations, corporate policies, and the qualifications, performance and independence of State Street’s independent auditor. The Committee acts on behalf of the Board in monitoring and overseeing the performance of the internal audit function at State Street and in reviewing certain communications with bank regulatory authorities. Specific functions and responsibilities of the Committee are set forth in the charter of the Committee.Committee, and the Committee reports periodically to the Board as appropriate. The Committee’s members are Charles R. LaMantia, Chair; Kennett F. Burnes;Burnes, David P. Gruber and Ronald L. Skates. During 2008,2009, the Committee held twentytwenty-three meetings.

The Board of Directors has determined that the Examining and Audit Committee consists entirely of directors who meet the independence requirements of the listing standards of the New York Stock ExchangeNYSE and the rules and regulations under the Securities Exchange Act of 1934. Further, all of the members of the Committee are financially literate, based upon their education and experience, as such qualification under the listing standards of the New York Stock ExchangeNYSE is interpreted by the Board. The Board has determined, based upon education and experience as a principal accounting or financial officer or public accountant, or experience

actively supervising a principal accounting or financial officer or public accountant, that all members of the Committee satisfy the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act, and have accounting or related financial management expertise as such qualification under the listing standards of the New York Stock ExchangeNYSE is interpreted by the Board. None of the members of the Committee serves on more than two other audit committees of public companies.

Executive Committee. The prior Executive Committee was renamed and repurposed to form the Risk and Capital Committee in May 2009. In doing so, the Board created a new Executive Committee authorized to exercise all the powers of the Board of Directors, except as otherwise limited by the laws of the Commonwealth of Massachusetts or its charter. The purpose and function of the Committee is to review, approve and act on matters on behalf of the Board of Directors at times when it is not practical to convene a meeting of the full Board to address such matters. The Committee, dependent on its meeting activities, if any, reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. The Committee’s members are Ronald E. Logue, Chair, David P. Gruber, Charles R. LaMantia, Richard P. Sergel and Gregory L. Summe. The Committee did not meet in 2009.

Executive Compensation Committee.The Executive Compensation Committee oversees the operation of all compensation plans, policies and programs of the Company in which directors and officers who are Section 16 reporting persons participate and certain other incentive, retirement, welfare and equity plans in which all other employees participate. Acting together with the other independent directors, the Committee annually reviews and approves corporate goals and objectives relevant to the chief executive officer’s compensation, evaluates the chief executive officer’s performance, and reviews, determines and approves, in consultation with the other independent directors, the chief executive officer’s compensation level. TheIn addition, the Committee also reviews, evaluates and approves the total compensation of all other executiveSection 16 officers and oversees State Street’s incentive plans. The Committee is also responsible for approving the terms and conditions of employment and any changes thereto, including any restrictive provisions, severance arrangements, and special arrangements or benefits, of any officer who holds the title of executive vice president or above.Section 16 officer. The Committee also adopts equity grant guidelines from time to time in connection with its overall responsibility for all equity plans, and monitors stock ownership of executive officers and Board members. In addition, theofficers. The Committee reviews, and recommendsreports periodically to the Board, as appropriate and its specific functions and responsibilities are set forth in the form and amount of director compensation.Committee’s charter. Its members are Richard P. Sergel, Chair; Nader F. Darehshori;Amelia C. Fawcett, Linda A. Hill;Hill, Robert S. Kaplan and Robert E. Weissman. None of these individuals is or has been an officer or employee of State Street or the Bank. The Board of Directors has determined that the Committee consists entirely of directors who meet the independence requirements of the listing standards of the New York Stock Exchange.NYSE and the rules and regulations under the Securities Exchange Act of 1934. During 2008,2009, the Committee held eleven meetings.

In September 2007, Dr. Hill entered into an agreement to provide consulting and related services to a management consulting firm on an ongoing basis. Under the applicable Internal Revenue Service Regulations, Dr. Hill may possibly not be deemed an outside director for purposes of Section 162(m) of the Internal Revenue Code as a result of past or potential future State Street engagements of the management consulting firm, although Dr. Hill may be uninvolved in those engagements. Accordingly, in December 2007, the Board of Directors created a subcommittee of the Executive Compensation Committee and appointed Messrs. Sergel (Chair), Darehshori and Weissman and Ms. Fawcett as members of the subcommittee. The purpose and authority of the subcommittee is to perform all functions of the Executive Compensation Committee related to the qualification of performance-based compensation for applicable exemptions under Section 162(m), including establishing and administering performance goals and certifying the attainment of those goals. Each of Mr. Sergel, Mr. DarehshoriMs. Fawcett and Mr. Weissman qualify as outside directors for purposes of Section 162(m) and as non-employee directors for purposes of SEC Rule 16b-3. All references to the Executive Compensation Committee in this proxy statement include the subcommittee, as appropriate.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s principal responsibilities are to assist the Board in overseeing the company’s succession planning process, identifying and recommending nominees for directors of State Street, to recommend to the Board director nominees for each committee, to provide leadership in shaping our corporate governance, including the Corporate Governance Guidelines, and to lead the Board in its annual review of the Board’s performance. The Committee is also responsible for reviewing and approving State Street’s related-person transactions.transactions and reviewing the amount and form of director compensation. The Committee reports periodically to the Board, as appropriate and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Gregory L. Summe, Chair; Peter Coym; Nader F. DarehshoriCoym, Linda A. Hill and Amelia C. Fawcett.Ronald L. Skates. The Board of Directors has determined that the Committee consists entirely of directors who meet the independence requirements of the listing standards of the New York Stock Exchange.NYSE and the rules and regulations under the Securities Exchange Act of 1934. During 2008,2009, the Committee held sixseven meetings.

Risk and Capital Committee. In carrying outMay 2009, the Board renamed the prior Executive Committee as the Risk and Capital Committee to better reflect its responsibilities in orderprimary purposes. At that time, the Board also approved a new charter for the Risk and Capital Committee. The Committee is responsible for the oversight relating to find the best qualified candidates for directors,State Street’s assessment and management of risk, including market, operational, fiduciary, interest rate, liquidity, business and credit risks and related policies. In addition, the Committee will consider proposals from a number of sources, including recommendations for nominees from shareholders submitted upon written noticeprovides oversight on strategic capital governance principles and controls and monitors capital adequacy in relation to the Chair of the Nominatingrisk. The Risk and Corporate GovernanceCapital Committee c/o the Office of the Secretary of State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (facsimile numberis also

(617) 664-8209). The Committee seeks to identify individuals qualified to become directors, consistent withresponsible for discharging the criteria established by the Board for director candidates. The Board has set as criteria for director candidates those individuals who have had substantial achievement in their personalduties and professional pursuits, and whose talents, experience, and integrity would be expected to contribute to the best interests of State Street and to long-term shareholder value. When evaluating the need for director candidates, the Committee seeks the adviceobligations of the Board under applicable Basel II requirements. The Committee reports periodically to the Board, as appropriate and management with respect to attributes that may moldits specific functions and responsibilities are set forth in the Board’s capabilitiesCommittee’s charter. Its members are David P. Gruber, Chair; Kennett F. Burnes, Patrick de Saint-Aignan, Amelia C. Fawcett, Charles R. LaMantia and functionalityRonald L. Skates. Mr. Ronald E. Logue resigned as a whole, including skill-sets, diversity, specific business background and global or international experience.

The Committee’s process for identifying and evaluating candidates includes actively seeking to identify qualified individuals by reviewing lists of possible candidates, and considering proposals from a number of sources, such as from members of the Board, members of management, employees, shareholders, and industry contacts. The Committee’s charter grants it the authority to retain a search firm to assist it. Upon identifying a possible candidate, from whatever source, the Committee makes an initial evaluation as to whether the individual would be expected to qualify under the criteria established by the Board for director candidates. A possible candidate who the Committee feels is an individual who could qualify under the criteria established by the Board is then further evaluated through a process which may include obtaining and examining the individual’s resume, speaking with the person who has recommended the individual, speaking with others who may be familiar with the individual, interviews by membersmember of the Committee with the individual, discussion ateffective March  1, 2010. During 2009, the Committee level of the individual’s possible contribution to State Street, and, if appropriate, voting on the individual as a candidate. The Committee evaluates possible nominees for directors without regard to whether an individual is recommended by a shareholder or otherwise.

Patrick de Saint-Aignan and Robert S. Kaplan are nominees for election as directors by shareholders for the first time at this meeting. Each was elected to the Board by the other members of the Board in March 2009. The Committee recommended them to the directors for appointment to the Board in March 2009, and as candidates for election by the shareholders at this meeting, after evaluating their candidacy. The candidates were first identified by a third-party search firm that was retained to identify director candidates. At the request of the Committee, the search firm discussed with the members of the Committee the priority characteristics in a new director candidate. The search firm developed preliminary criteria for a director candidate, and reviewed it with the Committee. The search firm identified potential candidates that met the criteria as established by the Committee, and submitted a list of potential candidates to the Committee. The Committee met to discuss and finalize the list of candidates, and the Committee reviewed this process and the resulting list with the Board. After conducting a preliminary check to determine conflicts and eliminating from consideration those candidates whose Board commitments precluded them from considering an appointment to the Board, the search firm approached the candidates to determine their interest in serving on the Board. The search firm gave the Committee a list of candidates who were interested, and members of the Committee and the Chairman personally interviewed them. The Committee recommended Patrick de Saint-Aignan and Robert S. Kaplan to the Board, after determining that they met the Board’s criteria for new directors, have the background and potential to make significant contributions to State Street through service as directors and were independent under the Corporate Governance Guidelines.held twelve meetings.

Related Person Transactions

The Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which State Street is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% shareholders (or their immediate family members), who we refer to as “related persons,” has a direct or indirect material interest.

A related person proposing to enter into such a transaction, arrangement or relationship must report the proposed related-person transaction to State Street’s Chief Legal Officer. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the Nominating and Corporate Governance Committee. Whenever practicable, the reporting, review and approval will occur prior to the transaction. If advance review is not practicable or was otherwise not obtained, the Committee will review, and,

if deemed appropriate, may ratify the related-person transaction. The policy also permits the Chairman of the Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Committee (or the Committee Chairman) after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Committee (or the Committee Chairman) will review and consider:

The Committee may approve or ratify the related-person transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, State Street’s best interests. The Committee may, in its sole discretion, impose such conditions as it deems appropriate on State Street or the related person in connection with approval of the related-person transaction.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or

indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

Based on information provided by the directors and executive officers, and obtained by the legal department, there were no related-person transactions were required to be reported in this proxy statement under applicable SEC regulations. In addition, there were no personal loans or extensions of credit byneither State Street ornor the Bank had extended a personal loan or extension of credit to any directors or executive officers.

EXECUTIVE COMPENSATION

Process and Procedures for Considering and Determining

Executive and Director Compensation

The Executive Compensation Committee of the Board of Directors has direct responsibility for the director and executive officer and, for 2009, director, compensation plans, policies and programs at State Street and for establishing the overall compensation philosophy for executive officers. In this “Executive Compensation” section of this proxy statement, we refer to the Executive Compensation Committee as, the Committee. Beginning in 2010, the Nominating and Corporate Governance Committee of the Board will assume the Committee’s responsibilities with respect to director compensation.

Executive Compensation

Under its charter, the Committee is required to approve the compensation of all of our executive officers, other than the chief executive officer, and to act with the other independent directors on the Board to approve the chief executive officer’s compensation. OurFor 2009, our executive officers includeincluded the five officers named in the tables and related disclosures beginning on page 4146 of this proxy statement: Ronald E. Logue, Chairman and Chief Executive Officer, Edward J. Resch, Executive Vice President and Chief Financial Officer, Joseph L. Hooley, Joseph C. AntonellisPresident and Chief Operating Officer, James S. Phalen.Phalen, Executive Vice President, and Jeffrey N. Carp, Executive Vice President and Chief Legal Officer. On March 1, 2010, consistent with State Street’s announced management transition plan, Mr. Logue retired, and Mr. Hooley succeeded him, as Chief Executive Officer. Mr. Logue now serves as our non-executive Chairman of the Board, and with re-election as a director at the annual meeting, will continue to serve in that role until his expected retirement as a director on January 1, 2011. We refer to those officersMessrs. Logue, Resch, Hooley, Phalen and Carp in this proxy statement as, our named executive officers.

In January 2009, The process for determining the compensation of our Chairman and Chief Executive Officer, Ronald E. Logue, contacted our Lead Director, Gregory L. Summe, and also the Chairman of the Committee, Richard P. Sergel, to inform them that he proposed to forgo his incentive compensation for 2008. Mr. Logue also discussed with Messrs. Summe and Sergel and, subsequently, with the other independent members of the Board the rationale for not providing 2008 incentive compensation to several other executive officers including all of the named executive officers. Following these discussions, Mr. Logue and the other directors concluded that neither Mr. Logue nor certain other executive officers, including all of thewho are not named executive officers would receive 2008 incentive compensation grants.

The overallis materially consistent with the process conducted to consider and determine named executive officer compensation for 2008 is described below. As noted below, at meetings in late February 2009, the Committee, and with respect to Mr. Logue, the other independent directors, formally determined that none of theour named executive officers would receive any incentive compensation grants for 2008. (other than Mr. Logue).

The factors considered by Mr. Logue, the Committee and the other independent directors in reaching this conclusion are described under the heading “Compensation Discussion and Analysis”.

Prior to the decision that the named executive officers would not receive incentive compensation grants for 2008, and in accordance with its custom, the Committeehas directly retained the services of Hewitt Associates to provide compensation consulting and compensation data services to the Committee in connection with its annual review of executive compensation. Hewitt Associates regularly participated in meetings and executive sessions of, and advised, the Committee in connection with its services. Hewitt Associates also provided other services to State Street during 2008,2009, consisting primarily of employment and compensation research, reporting and consultancy services in markets outside of the United States and some record-keeping services.States. During 2008,2009, less than 5% of the ratio ofaggregate fees paid by State Street to Hewitt Associates were for services provided to the Committee to fees paid forthese other services was approximately 3:2.services.

The Committee believes that in order for its compensation consultant to provide the Committee with appropriate counsel regarding compensation matters, including the amount, elements and structure of executive compensation, the consultant must be independent of management. The Committee has adopted a policy to aid its determination of its compensation consultant’s independence. Under the policy, to be considered independent:

n

all fees paid by State Street to the consultant for any non-Committeeadditional services in any year may not exceed the amount of fees paid by State Street to the consultant for services provided to the Committee during that year, unless approved by the Committee; and

At itsa meeting held at the end of February 2009,2010, the Committee reviewed the independence of Hewitt Associates under this policy and determined the firm to be independent.

To supplementDuring 2009, our Global Human Resources Department engaged Towers Watson & Co. to provide advice and consulting services regarding, primarily, new and emerging developments and market trends in executive compensation. Towers Watson’s reports and materials were made available to the Committee, and Towers Watson participated at one meeting of the Committee, at which Hewitt Associates was also present, to discuss perspectives on these matters. In addition to these services, Towers Watson and McLagan Partners, also engaged by our Global Human Resources Department, supplemented the data provided by Hewitt Associates the Committee also receivedwith data prepared by two other firms, Towers Perrin and McLagan Partners, each of which was engaged by our Global Human Resources Department based on the respective firm’s specialized expertise in the financial services industry. Neither Towers Perrin nor McLagan Partners participated with the Committee in discussions regarding the determination of amounts or forms of executive officer or director compensation. Towers PerrinWatson and McLagan Partners have provided other services to State Street in the past and may do so in the future.

The Committee’s process for determining annual compensation for executive officers for any year ordinarily concludes with its approval and award of that compensation, usually in late February or early March of the following year. Following the Committee’s approval and award of 2008 incentive compensation for our executive officers in early March 2009, the Committee met regularly to, among other things, consider and evaluate structuring and design issues, regulatory guidance and trends relating to compensation. Subsequent to its March 2009 approval and award of 2008 incentive compensation and including its late February 2010 approval of 2009 incentive compensation, the Committee met 10 times and reviewed and evaluated current and planned financial, capital and operational matters and events that could potentially influence compensation decisions, as well as communications from shareholders. The Committee also received regular updates, including by the Committee’s external legal counsel, on regulatory and governmental actions and initiatives concerning compensation and related governance matters, particularly with respect to the financial services industry and including those relating to the ongoing market disruption and risk considerations.

During these meetings, the Committee also discussed and evaluated in detail several specific elements of compensation and its design; in particular, including change in control benefits, retention and transition awards and compensation recovery, or “clawback”, provisions. The Committee, as described in the proxy statement for our 2009 annual meeting of shareholders, had planned a review of the existing change of control agreements in

connection with its 2009 compensation process. In addition, the transition of our Chief Executive Officer role required an evaluation of compensation arrangements intended to encourage the long-term stability and continuity of our senior executive leadership team. Moreover, our exit from the U.S. Department of the Treasury’s TARP Capital Purchase Program due to our mid-2009 repurchase of the securities issued to the Treasury, and the associated expiration of the “clawback” provisions applicable under that program, called for a consideration of the potential value of voluntarily adopting a replacement clawback mechanism. The Committee took action on each of these elements in late 2009 and early 2010.

These actions are described below in “– Compensation Discussion and Analysis”.

The Committee took each of these actions following a review over several meetings of alternatives and evolving market and regulatory practices and anticipated trends, including presentations by Hewitt Associates, the Committee’s and the Board’s external counsel and management, as well as following consultation with, and in the case of matters relating to Mr. Logue the approval of, the other independent directors on the Board. With respect to the change of control agreement amendments, management conducted a concurrent review in light of similar factors and made recommendations to the Committee. During the concurrent reviews, the Committee discussed potential, and management’s proposed, changes with management and evaluated them in light of the Committee’s review. Following these reviews, the Committee decided to implement a set of changes to the change of control agreements and, with the concurrence of management, the Committee concluded that it would be appropriate to amend the terms of the existing change of control agreements in a manner designed to reduce the overall benefits under the existing agreements.

With respect to the approval of incentive compensation for 2009, the Committee instructed Hewitt Associates to compile data on compensation paid to comparable executives and directors at a peer group of companies for the purpose of benchmarking State Street’s executive and director compensation. Data provided by Towers PerrinWatson and McLagan Partners was also used for this purpose. At the Committee’s instruction, Hewitt Associates had previously worked with management to develop a list of peer group companies that was recommended to, and approved by, the Committee. The peer group, the members of which are described below in the “Compensation“– Compensation Discussion and Analysis,” consisted of financial services companies against which State Street competes both for business and executive talent. The peer group is segmented based on factors such as asset size to help make sure that no particular comparison produces an unintendeda disproportionate result. Hewitt Associates and Towers PerrinWatson also collected publicly available information about the financial performance of companies in the peer group. Compensation for many financial institutions in 2008 reflected considerable variability and in some cases anomalous results in large part due to the challenging market forces and financial results experienced by these institutions due to the then market disruption, as well as related regulatory initiatives. The peer group benchmarking data reflected these factors. Therefore, the 2008 peer group survey data was less relevant for purposes of evaluating 2009 compensation than ordinarily has been the case with respect to prior year peer group data. To supplement this information with more timely data, our Global Human Resources Department compiled

additional publicly available information regarding 2009 compensation actions reported by peer group companies and some other financial institutions and supplemented this information with 2009 data provided by Hewitt Associates (at the Committee’s instruction) and Towers Watson, based on their respective experiences. Our Global Human Resources Department then provided this information to the Committee for its consideration.

At thea December 20082009 meeting of the Committee, Hewitt Associates presented a report entitled Total Compensation Measurement for Selected Executive Positions in which it reviewed the total compensation paid to executives at companies in the peer group for 20072008 (the most recent full year for which this specific data was available) and where the comparable positions at State Street rank compared to the median. For these purposes, and as otherwise discussed in this proxy statement, the Committee considers total compensation to consist of base salary and incentive compensation. The report also included information about pay mix (base salary, bonus and long-term incentives) and, where available, detailed information for each position, showing compensation paid at the 25th percentile, the median, the average and the 75th percentile.percentile and, if applicable, publicly reported “off cycle” compensation awards during 2009. At the same meeting and at subsequent meetings in February 2010, the Committee reviewed State Street’s projected and actual 2009 financial results, including significant revenue streams and expense and other items, and capital ratios and other balance sheet metrics, as well as potential effects of these matters on the design, structure and amount of executive compensation.

In early JanuaryDecember 2009, the lead director initiatedLead Director conducted a process for reviewing Mr. Logue’s performance during 2008.2009. Mr. Logue prepared a self-evaluation for the Board that analyzed his performance for the year, and the lead director2009. The Lead Director solicited the views of the independent directors on thatMr. Logue’s performance. The directors, including Mr.other than Messrs. Logue and Hooley, discussed Mr. Logue’s performance prior to and at a mid-JanuaryJanuary Board meeting, at whichmeeting.

Over the independent directors also discussedcourse of several meetings in December 2009 and February 2010, the same subject in executive session. Also in mid-January 2009, the Committee reviewed with other independent directors on the Board the accrual funding for the 2008 executive incentive compensation plans and summary data on chief executive officer compensation, as well as incentive compensation trends for other major U.S. financial institutions.

At this time, the Committee also met with our senior risk officers, the Chief Risk Officer, andan Executive Vice President in our Enterprise Risk Management Department, the Chief Legal Officer as well asand our head of Global Human Resources to review the alignment of our incentive compensation plans for all State Street employees, including the named executive officers, with risk management principles. This review is described below under the heading “– Alignment of Incentive Compensation and Risk”.

Mr. Logue is responsible for making compensation recommendations to the Committee for the other named executive officers, except for Mr. Phalen. Mr. Hooley is responsible for making compensation recommendations to the Committee for Mr. Phalen. In preparing these recommendations, both Messrs. Logue and Hooley work with our head of Global Human Resources and external counselour head of Global Compensation and Benefits and have access to the Board,data available to review the Committee. Messrs. Logue and Hooley included their assessment of the overall performance of the relevant named executive officer as a factor in making the recommendation to the Committee for the total compensation of that officer for 2009, as well as for that officer’s 2010 base salary. At meetings in February 2010, Mr. Logue and Mr. Hooley reviewed with the Committee performance assessments and potential compensation ranges for Messrs. Resch, Phalen and Carp, including the levels of incentive compensation arrangementsand of total compensation. Messrs. Logue and Hooley also recommended increases to the base salary levels for our senior executive officers, within the meaning of the rules2010 for the capital purchase program portion of the U.S. Department of Treasury’s Troubled Asset Relief Program, or TARP. These officers consistedeach of the named executive officers. Following this review, the Committee concluded that our senior executive officer incentive compensation arrangements do not encourage those officers to take unnecessary and excessive risks that threaten the value of the company and authorized State Street to include in this proxy statement the certification to that effect appearing below under the heading “Compensation Committee Report”.

The independent directors on the Board then met in January 2009 and discussed both the directors’ evaluations of Mr. Logue’s performance and his self-evaluation. It was at this point that the Board was informed formally that Mr. Logue requested that he not be awarded any incentive compensation for 2008. The Board and Mr. Logue also concluded that certain other executive officers, including all of the named executive officers, would not receive any 2008 incentive compensation grants. This conclusion was reviewed separately by the Committee at a meeting held in late January 2009.

Our Global Human Resources Department prepared tally sheets for the Committee, tally sheets, which describe and quantify various aspects of compensation and wealth accumulation for the named executive officers, including information on pension and supplemental benefits, aggregate value of outstanding equity awards, value realized upon the vesting of stock awards and the exercise of stock options over the past five years, earnings and balances under non-qualified deferred compensation plans and potential severance payments upon termination of employment or a change of control.employment. The Committee used the tally sheets aswere part of the overall information available to the Committee in assessing the context in which the total compensation for the year is delivered; for 2008, total compensation was limited to base salary only because no incentive compensation grants were awarded to our named executive officers.delivered.

In late January 2009, the Committee,Also in consultation with the other members of the Board and members of senior management, including Mr. Logue, determined that, as a result of continued disruption in the financial markets and the resulting unrealized losses in our investment portfolio and the decline in State Street’s share price, strengthening State Street’s tangible common equity ratio was of long-term importance to our shareholders, customers and employees. The tangible common equity ratio is a non-regulatory ratio often reviewed by investment analysts and investors. Consequently, we initiated several measures as part of a plan announced in early February 2009 to improve our tangible common equity ratio, including a reduction in the cash incentive compensation accruals for 2008 by $278 million. This action had the effect of reducing the amounts available for incentive compensation for all but the most junior levels of State Street’s employees to approximately 50% of incentive compensation for 2007. In connection with this action, we also determined to review our compensation plans in 2009 with the goals of maintaining our current pay for performance approach and continuing to attract, retain and motivate top talent, as well as reflecting the changing environment in which we and the rest of the industry are now operating.

In addition, on February 17, 2009, the American Recovery and Reinvestment Act of 2009 was enacted. As a recipient of investment under the capital purchase program portion of TARP, the Recovery Act mandated additional requirements applicable to the compensation of our executive officers during the period in which we retain obligations under TARP, other than obligations under warrants issued to Treasury. Among other requirements, the Recovery Act provides that no bonus, retention award or incentive compensation may be paid to our named executive officers or any of our next 20 most highly compensated employees, except for equity awards in the form of long-term restricted stock, subject to vesting restrictions and in an amount not greater than one-third of the total amount of the employee’s total annual compensation. In addition, no such equity award may vest fully until after the preferred stock issued to the US Treasury has been redeemed.

In late February, the Committee met to formally review whether corporatereviewed 2009 financial performance goals had been met underresults for purposes of our annual incentive planplans and performance cyclesmetrics for periods ending in 2008. Theon December 31, 2009. Based upon the achievement of the relevant performance targets, and following the exercise of negative discretion by the Committee, chose notthe two-year performance awards granted as part of 2007 incentive compensation to at that time, establish incentive plan opportunities for 2009 foreach of the named executive officers duewere

settled with a 40% payout factor. In addition, based upon the achievement of the relevant performance target, the three-year component of the award granted to Mr. Hooley in December 2006 in connection with his appointment to the office of Vice Chairman settled with a 100% payout factor.

At its desire to review the compensation program for 2009 with senior management in light of rapidly evolving developments in executive compensation practices, including the new requirements under the Recovery Act.

Also at thatlate February 2010 meeting, the Committee developed a recommendation for 2009 total compensation for Mr.Messrs. Logue and for the other named executive officers, a determination of total compensation. The recommendation and determinations took into account and accepted the recommendation of Mr. Logue that he and certain other executive officers, including all of the named executive officers, not receive any incentive compensation for 2008.Hooley. The Committee then presented this recommendation for Mr. Loguethese recommendations to the independent directors on the Board (without Messrs. Logue and Hooley present), who discussed and approved it.the recommendations. Following this approval, the Committee, independent of the other directors, alsomet and approved Mr. Logue’s2009 total 2008 compensation which did not include any incentive compensation grants.

Subsequently, at a meeting in early March, the Committee approved settlement to eachfor all of the named executive officers, under the performance awards granted in early 2007 as part of 2006including Messrs. Logue and Hooley. The Committee also approved 2010 base salaries and incentive compensation and to Messrs. Hooley and Antonellis under awards granted in December 2006 in connection with their appointment to the office of Vice Chairman, consistent with the achievement of corporate performance goalsplan opportunities for the recently concluded two-year performance period approved at the February Committee meeting. Each of the named executive officers agreed to permit State Street to recover(except for Mr. Logue). All of the stock provided in settlementforegoing determinations were made with the benefit of these awards, toevents and matters reviewed, considered and evaluated at the extent required bypreceding meetings of the Recovery Act.Committee during 2009 and 2010.

Non-Employee Director Compensation

With respect to our non-employee directors, we target their compensation at the median of the companies in our peer group. At the beginning of each year, Hewitt Associates prepares a review of director compensation at the same peer group of companies that we use for executive compensation generally and provides that information to management. The summary includes data on total compensation for directors at the peer group companies as well as on individual components of that compensation, such as annual retainers, meeting fees and equity awards. Data is also provided that differentiates compensation by board position, such as committee chairs and lead directors. Hewitt Associates also provides data showing trends in director compensation. ManagementFor 2009 director compensation, management and Hewitt Associates met to review the data with the Committee at itsa meeting in February meeting.2009. The Committee makesthen made its recommendation to the Board, which then infollowing the May approves a2009 annual meeting of shareholders approved director compensation arrangement effective from May through the following April.2010 annual meeting of shareholders. The current non-employee director compensation arrangements currently in effect are described beginning on page 5558 of this proxy statement. 2010 non-employee director compensation (except for Mr. Logue) is expected to be determined by the Board upon the recommendation, as noted above, of the Nominating and Corporate Governance Committee of the Board.

Mr. Logue’s compensation as non-executive Chairman of the Board for 2010 was determined at the time of our October 2009 announcement of our Chief Executive Officer succession plan. In setting this compensation, the Committee acted with the approval of the other independent directors. In so doing, the Committee and the other independent directors considered the planned role and responsibilities of the non-executive Chairman of the Board and other publicly available materials. The role of non-executive Chairman of the Board did not exist with sufficient regularity within the peer group, and therefore peer group market data was not of particular relevance for this purpose.

Alignment of Incentive Compensation Discussion and AnalysisRisk

OverAt the past eighteen months,time we were setting incentive compensation for the global financial markets have experienced significant disruption,year ended December 31, 2008, we had been invited by the U.S. Treasury to be one of the initial banks to lead participation in the TARP Capital Purchase Program. We were therefore subject to applicable rules under that program, including substantial volatility, limited trading activitya requirement for the Committee to undertake a risk review of incentive compensation for our senior executive officers (consisting of our named executive officers at the time). In connection with these requirements, the Committee initiated a process under which it met with senior risk and compensation officers and other advisors to review the incentive compensation arrangements for our senior executive officers.

As described above, we concluded our participation in some marketsthe TARP Capital Purchase Program through our mid-2009 redemption of the securities issued to the Treasury. The Committee nonetheless determined to maintain its annual incentive compensation risk assessment process.

During 2009, our process for assessing how our compensation policies and a widespread lackpractices relate to our management of liquidity. These events,risk continued and expanded as we and the potential for increasedCommittee reviewed our general compensation programs in light of issued and continuing disruption, have significantly diminished overall confidence inproposed regulatory guidance on the financial marketsalignment of incentive compensation and in financial institutions, and have further worsened liquidity and pricing issues within the fixed-income securities markets. In the second half of 2008, these conditions resulted in the bankruptcy or acquisition of, or significant government assistance to, a number of major domestic and international financial institutions. Overall, this disruption increased the uncertainty and unpredictability we face in our business and affected our results of operations and our financial condition.

2008 Operating Results

Despite these conditions State Street achieved strong 2008 operating results. In 2008, State Street met or exceeded its corporate financial goals for the year. The following table sets forth State Street’s 2008 corporate financial performance goals, publicly announced in February 2008, and its actual 2008 operating results relative to those goals. In the table, our performance is presented on an operating basis. As presented in the table, growth in operating-basis revenue and growth in operating-basis earnings per share represent increases in 2008, compared to 2007.

State Street has also maintained strong regulatory ratios and has remained well capitalized, as determinedrisk management, including proposed guidance issued by the Board of Governors of the Federal Reserve System. The following table sets forth State Street Corporation’s regulatory capital ratios as of December 31, 2008, in comparison to the applicable Federal Reserve standard for consideration as “well capitalized”.

No 2008 Incentive Compensation

In January 2009, Mr. Logue and the Board understood that the turbulent and disrupted global financial markets had presented significant challenges to our shareholders. State Street was considering several measures to further strengthen its capital position due to these continued disrupted market conditions, including a subsequently announced significant reduction of its dividend to the holders of its common stock. In addition,System in October 2008 the U.S. Department of the Treasury announced its TARP capital purchase program designed to encourage U.S. financial institutions to build capital to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. State Street was invited to be2009. We are also one of the first nine banksparticipants in the Federal Reserve’s “horizontal review” of compensation practices at large, complex banking organizations. As part of this process, we have identified those employees throughout our organization who individually or as a group are responsible for activities that may expose us to help lead this initiative,material amounts of risk. We have reviewed the incentive compensation arrangements used to compensate these employees in light of identified risks relevant to their respective responsibilities. We have also reviewed the design and in late October, we received an investment of $2 billion from Treasury in return for sharesgovernance of our fixed-rate cumulative perpetual preferred stock and a warrantincentive compensation plans applicable to purchase sharesall of our common stock.

In lightemployees for alignment with the Federal Reserve’s and other regulators’ guidance. We presented the results of these reviews to the disrupted financial marketsCommittee over several meetings at the end of 2009 and the challenges faced bybeginning of 2010.

As a result of these reviews, we do not believe that risks arising from our shareholders,compensation policies and practices for employees are reasonably likely to have a material adverse effect on us. We will continue to monitor developments in this area, including feedback from the Federal Reserve’s horizontal review, and may, as well as of State Street’s participation in the taxpayer-funded effortswe believe appropriate, make related adjustments to stabilize the financial markets, Mr. Logue approached the other directors to inform them of his proposal to forgo any incentiveour compensation for 2008practices.

Compensation Discussion and to open up a discussion of the rationale for not providing incentive compensation for certain of our other executive officers. Mr. Logue and the other directors recognized that State Street had met or exceeded its corporate financial goals for 2008 and maintained a strong regulatory capital position. Nonetheless, they concluded that the same reasons that caused Mr. Logue to approach the Board to indicate his unwillingness to receive 2008 incentive compensation also applied to several other of our executive officers. Therefore, the Committee, and with respect to Mr. Logue, the other independent directors, accepted Mr. Logue’s position and determined not to award any incentive compensation grants to certain other executive officers, including all named executive officers.

Total Compensation for 2008Analysis

The goals of ourState Street’s compensation program for executive officers remain unchanged—are to attract, retain and motivate superior executives and reward them for meeting short-term and longer-term financial and strategic goals. Givengoals, and to drive corporate financial performance and stability, in a manner aligned with appropriate risk management principles. Our compensation objective is to target the extraordinary circumstances and challenges the financial services industry and State Street are confronting, the Committee believes limiting 2008total compensation of our named executive officers toexecutives (which, as viewed by the Committee, consists of base salary and incentive compensation) at the median of a peer group of companies if we attain anticipated performance and, at higher performance levels, to recognize exceptional performance. Total compensation is consistent with these goals. Recognizing these market, regulatory and other industry circumstances and challenges, the Committee is reviewing State Street’s compensation programs in 2009 to assess potentially appropriate prospective revisions or other design modifications.

Under the compensation program in effect for 2008, eachdelivered through a combination of the named executive officers would have been eligible to receive total compensation consisting of the base salary, paid during the yearannual incentive payments and incentivelong-term compensation. Typically, aA substantial portion of an executive’s compensation is incentive compensation, the

payment of which is based on meeting short-term (annual) and medium-term (two-year) financial performance goals and long-term performance.(four-year) performance tied to the performance of State Street stock and specific performance metrics. Payments for meeting these goals are made either in cash or equity awards. The equityawards, either of which may be deferred in whole or in part. Cash is generally a smaller component of incentive compensation than is equity. Equity awards are designed to further align the interests of our executives with those of our shareholders. They are either contingent upon State Street meeting financial performance targets or theirTheir value depends on increaseschanges in the price of our common stock.stock and their vesting is based on specific performance metrics. Vesting conditions applicable to deferred cash and equity awards also encourage executive retention. A compensation recovery, or “clawback”, mechanism applies to deferred cash and equity incentive compensation and encourages appropriate incentives in connection with our compensation program. This mechanism is described below under “Total Compensation – Incentive Compensation – Clawback Provisions” on pages 37-38 of this proxy statement. Our overall compensation program includes other elements. See pages 41 to 45 of this proxy statement.

The Committee benchmarksAmong the many factors used in determining executive compensation, we benchmark our total compensation for each named executive officer against a peer group of companies with which we compete in business and for executive talent. For 20082009 compensation, for all of our named executive officers except for Mr. Logue, this peer group of companies consisted of American Express, Bank of New York Mellon, Franklin Resources, Goldman Sachs, JP Morgan Chase, Marsh & McLennan, Merrill Lynch, Morgan Stanley, Northern Trust, PNC Financial, US Bancorp and Wells Fargo. For executive officer positions for which there were not similar positions at peer group companies or when supplemental data is considered necessary for a fair comparison, the Committee used additional information obtained from Towers PerrinWatson and McLagan Partners.Partners or compiled by management from publicly available sources. For Mr. Logue, the Committee, after discussion with the other independent directors on the Board, used a selected peer group of companies consisting of American Express, Bank of New York Mellon, JP Morgan Chase, Northern Trust, PNC Financial, US Bancorp and Wells Fargo. These companies were chosen as the most

relevant comparators for the chief executive officer position, based on the belief that they are most representative of the talent pool which we may draw upon for recruiting or comparing that position, and exclude outliers on both the high and low ends of the compensation range presented by the peer group for the other named executive officers. For purposes of this Compensation Discussion and Analysis, even though the peer groups may be different for a particular executive, we refer to these peer groups throughout as the peer group. In addition to benchmarking total compensation, we also use the peer-group companies for information on the mix of cash and equity compensation and current and long-term compensation.

As notedThe process and procedures the Committee followed in determining executive compensation, are discussed above under “Process“– Process and Procedures for Considering and Determining Executive and Director Compensation—Executive Compensation”, the most recent available specific data for the relevant peer groups was for 2007. However,Compensation.” The factors that the Committee and(and the independent directors on the Board, in the case of Mr. Logue were aware, and were monitoring available information with respect to, public announcements by some members of the peer groups and by other leading financial services organizations, including organizations participatingLogue) considered in Treasury’s TARP capital purchase program, of anticipated reductions in 2008 incentivedetermining total compensation or bonuses. The Committee and the named executive officers also were aware of several proposed and enacted legislative and regulatory initiatives aimed at modifying the level or type of compensation paid to executives at organizations participating in Federal programs designed to support the stabilization of the financial markets.

Due to Mr. Logue’s and the other directors’ conclusion that nonefor each of the named executive officers would receive anyare discussed below under “Determination of 2009 Compensation.” Before analyzing that determination, however, we first discuss the various elements of total compensation – why we pay each element, how we determine the amount to pay and how each element fits into our overall compensation program.

Total Compensation

Our total compensation consists of base salary and incentive compensation, grants for 2008,which is comprised of both cash and equity. In addition, our executive officers are permitted to defer certain compensation and are entitled to retirement benefits, change in control protection and perquisites that may differ from those generally available to other employees. For purposes of benchmarking against the Committee did not make a determination ofpeer group, we define total compensation to solely include base salary and incentive compensation for each named executive officer absent that conclusion. In prior years, including 2007, forcompensation.

For each named executive officer, the Committee mademakes a determination of the appropriate aggregate level of total compensation for the year; with reference to the median of the peer group and, for exceptional performance, above the median. Theyear. This determination of actual total compensation, evaluation of corporate financial performance and assessment of howwhether exceptional performance should be rewarded wasis based upon a subjective analysis of many factors, including measurements of corporate financial performance and stability and individual performance. The determination of actual total compensation does not result from a specific formula, and the achievement of any particular goal or target does not automatically result in any particular level of compensation. In general, corporate performance measures are the predominant factors in making compensation determinations for each of the named executive officers, due to the ability of these officers, as a result of their position in the company, to significantly influence these measures on a corporate scale. In addition to corporate performance measures, the Committee and Messrs. Logue and Hooley included in their respective determinations and recommendations as a secondary factor an evaluation of the relevant officer’s individual performance. This evaluation consisted of a subjective assessment of the officer’s overall performance relative to goals established for that officer in four key areas – shareholder, customer, employee and organization – as well as existing market conditions.other less formal indications and evaluations of the officer’s performance.

Base Salary

Each of our named executive officers received a base salary in 2008,2009, which was paid periodically in cash during the year. The Committee has adopted a policy forin 2006 of reviewing executive base salary levels every two years. For all named executive officers, base salary historically has been a relatively small portion of total compensation, allowing us to vary annual total compensation to reflect performance and other factors deemed relevant at the time. TheConsistent with our policy, the base salary for eachMr. Hooley was evaluated in October 2009 and for the other named executive officerofficers (except for Mr. Logue) was establishedevaluated in late February 2008,2010. These evaluations were made with reference to the median base salary paid to comparable executives in the peer group and, in the case of Mr. Hooley, in light of his planned service as Chief Executive Officer beginning in March 2010. In making these evaluations, the Committee was also mindful of the then-applicable$1 million maximum level of the non-performance-based compensation deduction limitation under Section 162(m) of the Internal Revenue Code. This threshold has subsequently been reduced from $1 million to $500,000, and the exclusion for performance-based compensation has been removed, for compensation for services performed during a taxable year in which State Street participates in Treasury’s TARP capital purchase

program; however, the Committee did not believe it appropriate to reduce salaries to fall within this new limitation. This is consistent with our general belief that the availability of a tax deduction for compensation is a secondary consideration to the goal of providing compensation at an appropriate level based upon corporate and individual performance and other market considerations. The next reviewFollowing these evaluations of base salary levels, is scheduled to be undertaken in February 2010; however,the Committee approved new base salary may be reconsidered prior to then as part ofrates for 2010 and 2011 for the Committee’s 2009 review of State Street’s compensation programs. Because, in particular, none of our named executive officers received anyas follows: Mr. Hooley, $1 million, an increase from $775,000; Mr. Resch, $800,000, an increase from $700,000; Mr. Phalen, $750,000, an increase from $550,000; and Mr. Carp, $650,000, an increase from $550,000. While maintaining the philosophy described above that base salary for executives of this seniority should remain a relatively smaller portion of total compensation, the new base salaries for the named executive officers reflect the Committee’s recognition of evolving market practices reflecting an increase in the fixed component of compensation relative to the variable incentive component. Therefore, the noted increases in base salary (except where concurrent with an increase in responsibilities) are not an effort to increase the overall level of total compensation, grants for 2008, management believes thatbut rather, the effectfurther integration of evolving market standards into our compensation structures by moderately shifting the relative levels of the non-deductibilitycomponents of total compensation.

Effective March 1, 2010, Mr. Logue retired as Chief Executive Officer and now serves as non-executive Chairman of the Board. He therefore no longer receives a base salary. For 2010, Mr. Logue’s annual fixed cash compensation will be reduced from a $1 million base salary to a $500,000 director fee, of which he will receive a pro rata amount for 2008 in excess of $500,000 per named executive officer will have a relatively limited tax effect on State Street.2010. Mr. Logue’s, together with the other non-employee directors’, compensation is described below under the heading “– Director Compensation Arrangements”.

Incentive Compensation

As indicated above, no namedIncentive compensation, the realization of which depends on the attainment of performance objectives and for a significant portion the performance of our stock, represents the balance of an executive’s total compensation. This performance-based compensation aligns executive officer received anycompensation with our goals for financial performance and encourages a high level of individual contribution to that performance. The Committee reviews data for the peer group in evaluating certain aspects of our incentive compensation grants for 2008, nor did a numberarrangements, such as the portion of other executive officerstotal compensation represented by fixed and variable elements and the overall amount of State Street. Beforethose elements, the decision to foregoratio between annual and long-term incentive compensation, grantsthe relative allocation of incentive compensation between cash and equity and the applicability of and periods for vesting of awards.

Incentive compensation is viewed both in the aggregate as a component of total compensation and also as a collection of individual components. These components, in the form of varying types of cash and equity-based awards, along with the relative mix and weighting of compensation among these types of awards, each support the compensatory, incentive and retention goals of our compensation program and are designed to align with appropriate risk management principles. As noted above, the general process for determining incentive compensation for the named executive officers the 2008 incentive compensation called forfirst involves a determination of total compensation, from which the aggregate amount of incentive compensation is obtained by subtracting the base salary component. This amount is then allocated between the short-term and long-term components of incentive compensation and the applicable plans.

For 2009 the Committee determined to modify our approach to incentive compensation for the named executive officerofficers in several important ways. Primarily, the Committee sought to emphasize the benefits of deferral with respect to incentive compensation awards and to also simplify the forms of incentive compensation awarded. In doing so, the Committee determined, in a manner generally consistent with the determinationgeneral, to award only approximately 5% of incentive compensation in 2007. Incentive compensation has typically taken the form of non-deferred, or immediately available cash. The remainder of the cash component of incentive compensation was awarded in the form of two-year deferred cash. Deferred cash awards vest ratably over the eight fiscal quarters following the date of grant and are credited with 3% interest per annum. These deferred cash awards represented, in several, approximately 24% of overall incentive compensation. In addition, the Committee awarded only one form of equity-based incentive compensation, four-year performance-based restricted stock units. This component, which exhibits particular alignment with the interests of shareholders and also encourages retention, represented approximately 71% of overall incentive compensation for 2009. To determine the number of restricted stock units subject to the performance-based restricted stock awards, we divided the applicable dollar amount designated for the award by the closing price of our common stock on the

award date, without any discount for vesting. The Committee determined the allocation of components of incentive compensation was appropriate in order to balance the financial performance and retention goals of our incentive compensation program with an emphasis for 2009 on the shareholder alignment, retentive value and financial effects of the deferred cash and equity components of incentive compensation. In light of our announced March 1, 2010 Chief Executive Officer succession plan, Mr. Logue’s significant level of State Street stock ownership and the related reduced relevancy of the retentive effects of equity-based compensation for Mr. Logue, the Committee and the other independent directors allocated Mr. Logue’s differently from the other named executive officers. Mr. Logue’s incentive compensation was allocated approximately as follows: 38.5% non-deferred cash, 38.5% deferred cash and 23% four-year performance-based restricted stock units.

The restricted stock units awarded as part of 2009 incentive compensation for our named executive officers vest and convert into unrestricted, transferable shares of State Street common stock according to both time-based and performance-based criteria. Time-based vesting of these awards will occur in equal annual incentive plan compensationinstallments over a four-year period. In addition, at the time of vesting, performance-based criteria will be evaluated to determine the conversion rate of the restricted stock units into State Street common stock. Each vesting restricted stock unit will convert into shares of State Street common stock, subject to an adjustment for performance based on our average return on common equity, or average ROE, over a specified period. The relevant specified period for each vesting date, referred to as the relevant performance period, will be the period beginning on January 1, 2010 and medium-ending on December 31 of the last completed fiscal year prior to the vesting date. If the average ROE over the relevant performance period is equal to 14%, then for each vesting restricted stock unit one share of State Street common stock will be delivered. If the average ROE over the relevant performance period exceeds 14%, then for each vesting restricted stock unit the number of shares of State Street common stock delivered will be equal to one plus one-tenth of a share for each 1% of average ROE above 14% (subject to a maximum increase of three-tenths of a share for average ROE of 17% or more). And if the average ROE over the relevant performance period is below 14%, then for each vesting restricted stock unit the number of shares of State Street common stock delivered will be equal to one minus one-tenth of a share for each 1% of average ROE below 14% (and, therefore, if the average ROE is below 5%, zero shares of State Street common stock will be delivered for each vesting restricted stock unit). Consequently, the ultimate number of shares received under the award may be more or less than the initial number of restricted stock units awarded. For purposes of these awards, average ROE will be calculated by metrics determined in accordance with U.S. generally accepted accounting principles, subject to adjustment for objectively determinable factors.

Each year, the Committee sets up guidelines for the amount of annual and long-term incentive compensation.

In 2008, the amounts allocated to each of these two categories of incentive compensationawards for each named executive officer would initially have been guided by a formulaofficer. These guidelines represent an initial payout opportunity based on the corporation’s operating-basis¹ net income before income taxes and incentive compensation, which we refer to as Operating NIBTIC. In determining Operating NIBTIC, for compensation purposes,with adjustments, determined by the Committee in its discretion, based upon capital, risk, business and other considerations. The Committee has historically exercised negative discretion in the determination and application of Operating NIBTIC, for example, by including or excluding the financial effects of significant corporate events during the year. For 2008,the 2009 plan year, consistent with the implementation of management’s plan to improve State Street’s capital ratios (see “Determination of 2009 Compensation” on page 38 of this proxy statement), the Committee did not establish the plan until mid-2009. As a result, the incentive compensation formula is applied only against Operating NIBTIC, as adjusted, for the second half of 2009.

Prior to adjustment by the Committee, 2009 plan year Operating NIBTIC, representing performance for the second half of 2009, was $1.75 billion. For incentive compensation purposes, the Committee determined it was

appropriate to reduce Operating NIBTIC to $1.12 billion. This reduction to Operating NIBTIC reflected a 2009 provision due to an increase in lightthe reserve established in 2007 to address legal exposure related to losses incurred by investors in certain fixed-income strategies managed by State Street Global Advisors, the exclusion from Operating NIBTIC of net interest revenue attributable to accretion of the determinationsecurities within the portfolios of the asset-backed commercial paper conduits we administer and that nonewe consolidated onto our balance sheet in May 2009, as well as the Committee’s subjective assessment of a variety of capital and balance sheet strength factors, key capital ratios, quality of earnings and risk considerations. These reductions in Operating NIBTIC had the corresponding effect of reducing the formula payout opportunity for each of the named executive officers would receive any 2008 incentive compensation grants, the Committee did not rely upon Operating NIBTIC for purposes of determining named executive officer incentive compensation.officers.

Before the determination that theAnnual Incentive Plan Compensation.We use our Senior Executive Annual Incentive Plan, or SEAIP, which has been approved by shareholders, to provide our named executive officers would not be receivingwith annual incentive compensation, grants for 2008, the anticipated 2008 incentive compensation program, like in 2007, provided for an annual incentive basedpayment of which is dependent upon the achievement of annual corporate financial performance goals. As noted aboveAwards under “2008 Operating Results”, State Street met or exceeded its goalsthe SEAIP are intended to qualify for operating-basis revenue, earnings per share and return on equity for 2008.the performance-based compensation exception to the deduction limitation of Section 162(m) of the Internal Revenue Code. The Committee determined in February 2008mid-2009 that for 2008,2009, each named executive officer was assigned a formula payout opportunity expressed as a percentage of Operating NIBTIC. NIBTIC for the second half of 2009.

The percentage payout opportunity for each of the named executive officers for 20082009 (based on Operating NIBTIC for the second half of 2009) was as follows: Mr. Logue, 0.276813%0.4415%; Mr. Resch, 0.103804%0.2649%; Mr. Hooley, 0.155707%0.2943%; Mr. Antonellis, 0.129756%Phalen, 0.2060%; and Mr. Phalen, 0.086504%Carp, 0.2353%. For the 2009 awards, the SEAIP limited to $10 million the maximum award payable to any executive. The SEAIP also allowed the Committee to exercise discretion to reduce the amount availableotherwise received under the terms of the plan to reflect the Committee’s assessment of individual performance during the year, as well as the Committee’s view of the relevant market benchmarks. The Committee determined to exercise its negative discretion to apply the indicated percentage to the reduced amount of Operating NIBTIC, following the Committee’s adjustments described above, for purposes of determining the total amount of each named executive officer’s SEAIP award. That total amount was then allocated among deferred cash, non-deferred cash and performance-based restricted stock units to allow for the annualCommittee’s planned allocation for overall incentive is subject to a cap and is also subject to the Committee’s exercise of negative discretion. In 2007, payouts for annual incentives were made in a combination of cash and restricted stock awards, the latter of which vested over two equal annual installments. The ratio of cash to equity-based components of the annual incentive historically has varied in the Committee’s discretion, based upon industry trends and business and other relevant factors. As noted above, no executive officer received an annual incentive award, either in cash or equity-based compensation for 2008.described above.

Generally,Long-Term Incentive Compensation.For 2009, after taking into account base salary and determining the level of annual incentive payments, the balance of total compensation for the named executive officers has beenwas paid as medium- and long-term incentive compensation in the form of four-year performance-based restricted stock appreciation rights and performance awards.units. The total amount for this type of incentive compensation has beenwas determined for each named executive officer with reference to a formula payout opportunity guideline expressed as a percentage of Operating NIBTIC.NIBTIC for the second half of 2009. The percentage payout opportunity guideline, for 2008, set by the Committee in February 2008,mid-2009, for each of the named executive officers was the same as follows: Mr. Logue, 0.544975%; Mr. Resch, 0.198959%; Mr. Hooley, 0.320065%; Mr. Antonellis, 0.242211%; and Mr. Phalen, 0.108129%.the percentage payout opportunity applicable to awards under the SEAIP. Unlike for annual incentiveSEAIP awards, the amount resulting from the medium- and long-term incentive award formula iswas not subject to a maximum limit. The Committee historically

has used the result from this formula as a guideline in developing each named executive officer’s total compensation and has the discretion tocould increase or decrease the medium- and long-term component of that compensation, in its discretion, based upon its subjective assessment of the appropriate amount of compensation. Normally, 60% is deliveredOverall, the Committee granted long-term incentive awards to the named executive officers in amounts below the amounts resulting from the formula (prior to any adjustment to Operating NIBTIC by the Committee). For each named executive officer, this amount reflected the amount of the total incentive award forming part of total compensation less the amount of the officer’s annual incentive award under the SEAIP. All long-term incentive awards were made in the form of four-year performance-based restricted stock appreciation rights that settle in stock, the value of which depends uponunits.

Clawback Provisions.The deferred cash and equity incentive compensation awards to our stock price, and 40% is delivered as a performance award, which may not be earned if we do not meet our corporate financial goals over the performance cycle. In 2009, we settled the performance awards for the performance awardsnamed executive officers granted in 2007 as part of 2006our 2009 compensation process, consisting of performance-based restricted stock units and deferred cash awards, each contain provisions permitting the reduction or cancellation of the amount to be paid under the award, in stock.whole or in part, in the event it is determined that (1) the relevant officer engaged in fraud, gross negligence or any misconduct that was materially detrimental to the interests or business reputation of State Street or any of its businesses or (2) as a result of a material financial restatement or miscalculation or

inaccuracy in the determination of performance metrics, financial results or other criteria, the relevant officer would have received a smaller or no award. In February 2010, the Committee implemented this compensation recovery, or “clawback”, provision with respect to 2009 deferred cash and equity incentive compensation following our exit from the TARP Capital Purchase Program in mid-2009 and the associated expiration of the “clawback” provisions applicable under that program.

Determination of 2009 Compensation

As described above in “Total Compensation,” the Committee’s determination of total compensation for each of the named executive officers, and Mr. Logue’s and Mr. Hooley’s recommendations to the Committee with respect to the total compensation for each of the other named executive officers, are based upon a subjective analysis of many factors. In general, financial, capital position and other corporate performance measures are the predominant factors in making compensation determinations for the named executive officers.

While the Committee’s objective was to initially target the total compensation of the named executive officers at the median of the peer group, due to the significant variability and anomalous results reflected in the 2008 peer group data, that data was less relevant for purposes of evaluating 2009 compensation. Therefore, the Committee did not initially target the median of the peer group described in the 2008 data. In addition, although the Committee obtained some peer group compensation information for 2009, the 2009 information available to the Committee was limited. However, based on the information available to it, the Committee developed a general understanding of a likely range for total compensation it believed would be consistent with the compensation targeting objectives described in this compensation discussion and analysis and initially targeted that range for total compensation for each of the named executive officers.

In evaluating performance for 2009, the Committee referred to several corporate financial and capital position measures. For 2009, the Committee reviewed our actual performance in three primary financial metrics: operating-basis change in revenue from prior year, operating-basis change in earnings per share from prior year and operating-basis return on equity. As noted, these measures are stated on an operating basis. This formulation adjusts for the financial impact of significant non-recurring events and changes not directly related to operating results. See note 1 on page 36 of this proxy statement. Of these metrics both operating-basis revenue and operating-basis earnings per share represented decreases from 2008 financial performance. The Committee, however, recognized that the results reflected in these measures contributed to reducing Operating NIBTIC (prior to the further reductions to Operating NIBTIC resulting from the exercise of the Committee’s discretion). The Committee also recognized that these results were achieved in a challenging market environment. Operating-basis return on equity for 2009 was 15.6%, within our long-term goal of 14%-17% for that metric.

Corporate financial performance for 2009 was, overall, not as strong as 2008. In addition, the Committee was aware that one element of the significant capital-related actions of 2009 entailed the consolidation onto our balance sheet of the asset-backed commercial paper conduits we administer, which involved an after-tax extraordinary loss of approximately $3.7 billion. The Committee included these considerations in its evaluation of an appropriate level of compensation for the named executive officers. As noted above, the Committee exercised its discretion to reduce the level of Operating NIBTIC against which the annual and long-term percentage payout opportunities would be applied, thereby reducing the formula payout opportunity for each of the named executive officers. Operating NIBTIC (for the last half of 2009) was reduced for these purposes from $1.75 billion to $1.12 billion, reflecting a 2009 provision due to an increase in the reserve established in 2007 to address legal exposure related to losses incurred by investors in certain fixed-income strategies managed by State Street Global Advisors and the exclusion from Operating NIBTIC of net interest revenue attributable to accretion of the securities within the portfolios of the asset-backed commercial paper conduits we administer and that we consolidated onto our balance sheet in May 2009. Also, in the case of Mr. Logue, the amount of total compensation was reduced as a result of a change, due to his planned retirement, in the mix of the allocation of incentive compensation to reflect a greater allocation towards cash-based compensation than was received by the other named executive officers.

The Committee also reviewed and placed significant emphasis on several factors relating to our capital position, including: our regulatory capital ratios relative to applicable minimums; the level of our ratio of tangible common equity to adjusted tangible assets, referred to as the TCE ratio², which is a non-regulatory capital ratio used by management to evaluate the adequacy of State Street’s capital levels; trends in the unrealized losses in our investment portfolio; and our corporate credit ratings. The capital ratios and trends in unrealized losses were viewed favorably by the Committee. The Committee, however, also noted January 2009 slight downgrades of our long-term senior unsecured debt and of our senior deposit ratings, with our short-term ratings unaffected.

The Committee also recognized the following significant corporate developments during 2009:

The Committee’s determination of the 2009 total compensation for each of the named executive officers was based predominantly upon its overall assessment of the above factors of corporate performance. The Committee considered this overall corporate performance to be positive both in absolute terms and relative terms, in light of market developments in the financial services sector, particularly the prolonged and continuing market disruption. In particular, the Committee found the initiatives taken to improve the company’s capital position and the actions taken to acquire targeted opportunities aligned with the company’s strategic goals to be strong. These positive results are reflected in the Committee’s total compensation awards for each of the named executive officers. On an individual basis, the Committee recognized, in particular, the contributions of Messrs. Hooley and Phalen in managing our efforts to enter into strategically aligned acquisition agreements, the leadership of Mr. Resch in directing the various capital-related achievements of 2009 and the judgment of Mr. Carp in

responding to a variety of legal and regulatory issues stemming from the market crisis. In addition, the Committee noted Mr. Hooley’s planned appointment as Chief Executive Officer and Mr. Carp’s recent appointment as interim Chief Risk Officer. With respect to Mr. Logue, the Committee recognized his leadership throughout the market crisis and his contribution to all of the above actions and initiatives.

Based on the above, the Committee determined the 2009 total compensation for each of the named executive officers as follows:

We maintain a frozen qualified defined benefit pension plan for certain U.S. employees that determines benefits, in general, based on an account balance that is increased annually by interest credits. Until recently,Through 2007, the plan also provided for annual pay credits to each participant’s account balance. We amended the plan effective January 1, 2008, to freeze participation and all future pay credits, with the exception of a three-year transition subsidyarrangement provided to certain participants who meet a specified combination of age and completed years of service on that date. In place of future pay credits under the qualified defined benefit pension plan, we doubled our employer matching contribution to the State Street 401(k) plan and introduced a performance-based element to the 401(k) plan.

Because pension benefits under our broad-based plan are limited by Internal Revenue Code restrictions, we maintain two frozen supplemental programs: one, with broader eligibility, that is designed to make up for limits imposed by the qualified plan or by the Internal Revenue Code on qualified-plan benefits, and a second that was originally designed to provide, together with other retirement programs, pension benefits for vested participants equal generally to a specified percentage of their compensation. The latter plan now provides for two separate benefit components: a traditional defined benefit component, which was frozen effective January 1, 2008, with certain participants, including all of the named executive officers, receiving transition benefits for a period that generally ends in 2010,at the end of 2009, and a new defined contribution component. Due to the special circumstances of histheir late career hire as our Chief Financial Officer,hirings to senior positions, Mr. Resch will receive one extra yeartransition benefits through the end of 2010, and Mr. Carp will receive transition subsidy.benefits through the end of 2013. We provide these plans because we believe they assist in recruiting and retaining executives and are consistent with the practice at many of the companies in our peer group. These plans are described inbelow under the narrative accompanying the “Pension Benefits” table below.heading “– Pension Benefits as of December 31, 2009.”

Deferred Compensation.We

We maintain a nonqualified deferred compensation plan that allows executive officers and others to defer salary and the cash portion of annual incentive bonuses and to receive a return based on one or more notional investment options available to be elected by the participant, currently foura money market fund, three SSgA funds and a State Street stock fund. The nonqualified deferred compensation plan also supplements deferrals made under our tax-qualified 401(k) plan. The notional investment options under the plan reflect the investment experience of investments available in the market. We provide these nonqualified deferred compensation benefits because, in our experience, most companies of our size provide a similar benefit to their highly compensated employees. This plan is described inbelow under the narrative accompanying the “2008heading “– 2009 Nonqualified Deferred Compensation Table” below.Compensation”.

Perquisites

Perquisites.We provide a modest level of perquisites, such as financial planning, annual physicals and personal liability coverage, to our named executive officers. We provide these benefits because we believe that some level of personal benefits is necessary as part of a competitive compensation arrangement for senior executives. In addition, we provide a driver and other security benefits to each of our chief executive officer and our president, and we offer parking benefits to our vice chairman. The income attributable to the financial planning perquisite historically has been subject to a tax gross up; however, this practice was discontinued effective February 2009.other named executive officers. We no longerdo not provide a tax gross up for the income attributable to any perquisite for our named executive officers.

Relationship of Total Compensation to Summary Compensation Table and Related Tables

The Committee views total compensation for any year to consist of base salary and incentive compensation. Given the determination that no named executive officer would receive any 2008 incentive compensation grants, the Committee determined the 2008 total compensation for each of the named executive officers as follows:

The table above reflects the process and philosophy by which the Committee calculated executive compensation in respect of 2008 and is intended to assist shareholders in understanding the elements of total compensation as determined by the Committee. This information differs from the calculation of total compensation in accordance with the disclosure rules of the SEC. The table below under the heading “Summary Compensation Table” reflects the SEC methodology. The following discussion describes the relationship between the amounts reported in the table above and those amounts reported in the Summary Compensation Table and related tables.While the table above is presented to explain how the Committee determines compensation, the table and its accompanying disclosure are not a substitute for the tables and disclosures required by the SEC’s rules. The tables and related disclosures required by the SEC’s rules begin on page 41.

Cash Compensation. The base salary paid and the cash portion of the annual incentive awards for 2008 are set forth in columns (c) and (g) of the Summary Compensation Table. The base salary rate for each named executive officer in 2008, and the cash portion of incentive awards for 2008, are reflected in the table above under the headings “Base Salary Rate” and “Annual Incentive Awards Granted—Cash.” As no named executive officer was awarded an annual incentive for 2008, the amounts under “Annual Incentive Awards Granted—Cash” are zero dollars.

Equity Compensation. As to equity compensation, the table above reflects equity awards in the year they are awarded. In contrast, the Summary Compensation Table and related tables are required under SEC rules to reflect the amount of equity compensation that is recorded as an expense in our consolidated financial statements in the year indicated. The table above indicates that no equity was awarded for 2008 to any of the named executive officers consistent with the determination that no annual, medium- or long-term incentives be awarded to named executive officers for 2008. The Summary Compensation Table and related tables, however, reflect the 2008 expense associated with equity awards granted with respect to prior years. The impact of our decision not to make any incentive compensation grants to the named executive officers with respect to 2008 will be reflected in the Summary Compensation Table in future years. In addition, if an officer is eligible for early retirement, the SEC requires accelerated reporting in the Summary Compensation Table and related tables of amounts that would be eligible upon retirement under the terms of such awards. The amounts that are reported in columns (e) and (f) of the Summary Compensation Table represent the accounting expense that we incurred during 2008 for deferred share awards, performance share awards, options and stock appreciation rights, or SARs, granted to our named executive officers in 2005 through 2008. The value of equity-based awards granted in prior years and held by the named executive officers increases and decreases along with the share price of our common stock.

Total Compensation. The amounts disclosed in the table above under the heading “2008 Total Compensation” and the amounts reported in column (j) of the Summary Compensation Table differ for two principal reasons. First, the equity awards in the Summary Compensation Table, as required by the SEC rules, represent awards made for prior years that we expensed during 2008 and also reflect, as applicable, expense accelerated due to the relevant named executive officer’s early retirement eligibility under the terms of applicable awards. Second, the 2008 total in the Summary Compensation Table includes amounts relating to the change in pension value during 2008, which the Committee did not view conceptually as a component of 2008 total compensation and therefore did not include in its calculation. In taking this view, the Committee noted that meaningful data from the peer group regarding increases in pension value was not available and, therefore, could not be readily used as a quantitative factor in evaluating compensation relative to the peer group.

Change of Control Agreements

The Recovery Act contains provisions prohibiting State Street, as a recipient of financial assistance under TARP, from making any golden parachute payment to specified State Street employees, including the named executive officers. The Recovery Act defines a golden parachute payment as any payment for departure from a company for any reason, except for payments for services performed or benefits accrued. We are awaiting guidance from Treasury in applying the Recovery Act’s golden parachute payment prohibition to our existing program, in place since 1995, under which all of our senior executives receive potential benefits upon a change of control of State Street. However, pending further guidance, we currently expect the prohibition will significantly limit the payments provided for under those agreements during the period in which any of our obligations arising from financial assistance provided under TARP, other than under common stock purchase warrants, remain outstanding. The Committee intends to review our existing change of control program, as part of its 2009 review of our compensation plans described above under the heading “Process and Procedures for Considering and Determining Executive and Director Compensation—Executive Compensation”.

Subject to the restrictions of the Recovery Act, our current change of control program provides our senior executives with one of three levels of potential benefits upon a change of control. Thegeneral structure of our change of control agreements with our named executive officers was put in place in 1995 after consideration of appropriate measures to retain key employees in light of a then-threatened hostile bid to acquire State Street.Street; although the terms of the agreements have been revised on separate occasions over the past several years as part of the Committee’s continued review of the purpose and benefits of these agreements, in light of evolving market practices and trends. Under this program each of our named executive officers is a party to an agreement entitling him to specified change of control benefits. We have continued to provide these agreements because we believe that providing some protection in the event of a change of control is necessary to attract and retain high quality executives and to keep their attention on the business during the period leading up to a possible change of control. The termsAs described in our proxy statement for our 2009 annual meeting of these agreements andshareholders, the amounts payable under them are described below under “Potential Payments upon Termination or Change of Control.” Our agreements are structured to provide our executives the benefits under the agreement if they are terminated involuntarily followingCommittee conducted a change of control. In addition, certainreview of the executives are entitled to the benefits under the agreement upon a voluntary resignation, but only during a 30-day window beginning either 180 days or one year after the change of control. The agreements for Messrs. Logue and Resch contain the 180-day provision, and the agreements for Messrs. Hooley, Antonellis and Phalen contain the one-year provision. We believe that this modified “single trigger” provides the executive with protection in the event of aexisting change of control but provides an incentiveagreements in connection with its 2009 compensation process. As a result of this review, described further above under the heading “– Process and Procedures for Considering and Determining Executive and Director Compensation – Executive Compensation”, on October 22, 2009 the executiveCommittee approved amendments to stay with the company for a transition period following a change of control. The agreements for these executives provide for a gross-up payment to make them whole for any “golden parachute” excise tax under Section 280G of the Internal Revenue Code. As noted above, any payments under the change of control agreements are now limited by applicable restrictions under the Recovery Act. Prior to the Recovery Act, payments under the change of control agreements were limited by the omnibus compensation amendments entered into by each ofwith our named executive officers in connection with our participation in Treasury’s TARP capital purchase program. For a discussion of these amendments, see “Omnibus Compensation Amendments” below.

Omnibus Compensation Amendments

As described above, in October 2008 Treasury announced its TARP capital purchase program designed to encourage U.S. financial institutionsreduce the overall benefits available under those agreements.

The principal amendments to build capitalthe agreements were as follows:

n

Each change of control agreement provides for two years’ continued employment after a change of control on terms commensurate with those previously in effect, including base salary at an unreduced rate and a minimum cash bonus. As amended, the minimum annual cash bonus payable to the officer during the two-year employment period following a change of control is set at the target bonus amount applicable to the officer for the fiscal year in which the change of control occurs. Prior to the amendments, this minimum bonus was the amount (when expressed as a percentage of base salary) of the bonus paid to the officer for the last full fiscal year preceding the change of control.

Executive Equity Ownership Guidelines, Practices and Policies

State Street believes that executive stock ownership is an important mechanism to increase the flowpromote alignment of financing to U.S. businesses and

consumersour executives’ interests with those of our shareholders and to support the U.S. economy. State Street was invitedeffectively incent our executives to be one of the first nine banksmeet our financial, operational and strategic goals. In order to help lead this initiative,foster these benefits appropriately, we have implemented several practices, policies and in late October, we received an investment of $2 billion from Treasury in return for shares of our fixed-rate cumulative perpetual preferred stock and a warrant to purchase shares of our common stock. Under the terms of the purchase agreement for this investment, for so long as Treasury holds any State Street securities acquired under the purchase agreement or the warrant, State Street must maintain compliance with the executive compensation and corporate governance requirements of Section 111(b) of the Emergency Economic Stabilization Act of 2008 and applicable guidance or regulations issued by the Secretary of the Treasury on or prior to October 28, 2008. Consistent with these obligations, on October 27, 2008, State Street entered into omnibus amendments with each of its named executive officers, amending its compensation, bonus, incentive and other benefit plans, arrangements and agreements with those officers, including golden parachute, severance and employment agreements, to the extent necessary to be in compliance with those executive compensation and corporate governance requirements. The amendments, among other things, (1) prevent the payment of golden parachute payments to the officer in an amount greater than three times the officer’s “base amount” determined under Section 280G of the Internal Revenue Code (generally the officer’s average annual compensation over the preceding five-year period) and (2) provide that any bonus or incentive compensation paid to the executive will be subject to recovery or “clawback” by State Street if the payments were based on materially inaccurate financial statements or any other materially inaccurate statement of performance metric criteria. Each of these requirements applies during the period that Treasury owns any securities acquired under the purchase agreement and within the meaning of Section 111(b) of the EESA and the applicable guidance and regulations issued by Treasury.

In addition, on February 17, 2009, the American Recovery and Reinvestment Act of 2009 was enacted. As a recipient of investment under the capital purchase program portion of TARP, the Recovery Act mandated additional requirements applicable to the compensation of our executive officers during the period in which we retain obligations under TARP, other than obligations under warrants issued to Treasury. Among other requirements, the Recovery Act contains a provision requiring recovery by State Street of any bonus, retention award or incentive compensation paid to our named executive officers based on statements of earnings, revenues, gains or other criteria that are later found to be materially inaccurate. In March 2009, each of our named executive officers entered into clawback agreements with State Street providing for the recovery by State Street of bonus, retention award and incentive compensation, to the extent required by the Recovery Act.guidelines. These include:

Executive Stock Ownership Guidelines

Guidelines.We have stock ownership guidelines that apply to all executive officers. The target level of stock ownership is the lesser of 100,000 shares or shares valued at $5,000,000 for the chief executive officer, the lesser of 40,000 shares or shares valued at $2,000,000 for other members of our Management Committee (formerly known as the Operating Group,Group), representing our senior-most policy making executive officers, and 10,000 shares or shares valued at $500,000 times base salary for all other executive officers. The level of ownership is calculated on the date that we use for the beneficial ownership table in our annual meeting proxy statement and by reference to the closing price of our common stock on the New York Stock Exchange on that date. There is a phase-in period of five years to achieve these levels, with the first year commencing on the first January 1 after the person becomes an executive officer. The executive is expected to attain the expected ownership level ratably over five years. As of March 5, 2009,2010, the stock ownership of each of our named executive officers exceeded the expected level of ownership under these guidelines.

Securities Trading Policy; No Hedging or Speculative Trading; Rule 10b5-1 Plans.State Street has a Securities Trading Policy, reviewed and approved annually by the Board of Directors, that contains specific provisions and trading restrictions designed primarily to assist our executive officers, and other designated employees with access to sensitive information, in their compliance with U.S. federal securities laws in connection with their trading in State Street securities. The policy also contains prohibitions against selling State Street securities short, engaging in options trading or hedging transactions in State Street securities and engaging in speculative trading in State Street securities. Limited exceptions to these prohibitions, relating to events associated with equity compensation and employee benefit plans, apply. The policy contemplates that individuals, including our executive officers, may enter into trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate executives to prearrange sales of their company’s securities in a manner that avoids concerns about initiating stock transactions while in possession of material non-public information. Our executive officers may, from time to time, adopt trading plans under Rule 10b5-1 and effect transactions in our securities under those plans on a predetermined basis. The Securities Trading Policy is in addition to the generally applicable requirements in the State Street Standard of Conduct, applicable to all employees, that their trading activities must be in compliance with applicable law and that they may not trade on the basis of material non-public information.

Equity Grant Practices

Although no named executive officer received any equity awards for 2008, thePolicy.The Committee has adopted an Equity Grant Policy of general applicability, as described below:

Annual grants. Annual grants of equity awards to executive officers and other employees are typically made by the Committee on the date of a scheduled meeting of the Committee or the Board of Directors to be held in February

of each year following the public release of financial results for the prior fiscal year. Pursuant to authority delegated by the Committee, and subject to any limitations that the Committee may establish, a single-person committee of the Board comprised of the Chairman of the Board may make annual grants to persons other than executive officers on the date of the scheduled meeting in February.

New hire, promotion and other grants. Grants of equity awards to executive vice presidents and above in connection with new hirings, promotions, special recognition or other special circumstances are made by the Committee. However, during the interim periods between scheduled meetings of the Committee, the Chairman of the Committee may make awards to executive vice presidents (and above) who are not executive officers; and a subcommittee made up of the Chairman of the Committee and another independent member of the Board may make awards to executive officers. Awards of these types to other employees may be made either by the Committee or by a single-person committee of the Board comprised of the Chairman of the Board, subject to limitations established by the Committee.

The grant date of all equity awards will be on a date of a scheduled meeting of the Committee or, if pursuant to delegated authority, the last business day of a calendar month. Except for the setting of the February meeting to occur after our release of earnings, there is no program, plan or practice of timing these awards with the release of material financial information. The exercise price for all stock options and stock appreciation rights will be the closing price of the Company’s

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Grants of equity awards to executive officers in connection with new hirings, promotions, special recognition, retention or other special circumstances are made by the Committee. Awards to other individuals may be made either by the Committee or, subject to any limitations that the Board or the Committee may establish, a committee of the Board composed of (1) the Chairman of the Board, (2) the Chief Executive Officer, (3) the Chairman of the Committee or (4) the Chairman of the Committee along with any other member of the Committee. This type of award may be granted on the date of a scheduled meeting of the Committee, a scheduled meeting of the Board or the last business day of a calendar month.

Compensation Committee Report

The Executive Compensation Committee furnishes the following report:

The Committee hereby certifies that it has reviewed with State Street’s senior risk officers the company’s senior executive officer incentive compensation arrangements, within the meaning of the applicable interim final rule under Treasury’s TARP capital purchase program, and has made reasonable efforts to ensure that such arrangements do not encourage State Street’s senior executive officers to take unnecessary and excessive risks that threaten the value of the financial institution.

The Committee has reviewed and discussed the Compensation Discussion and Analysis with State Street management. Based on this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by,

Richard P. Sergel, Chair

Nader F. DarehshoriAmelia C. Fawcett

Linda A. Hill

Robert S. Kaplan

Robert E. Weissman

Summary Compensation Table¹

“Stock Awards” column and $1,145,263 of the 2008 amount in the “Options/SAR Awards” column represent accelerated expense as a result of his early retirement eligibility. There were no forfeitures of any awards by any of the named executive officers during 2008. The assumptions made in the valuation of the expense amounts included in these two columns are discussed in note 15 of the notesNotes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2008.2009.

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Mr. Phalen’s “All Other Compensation” for 20082009 includes $2,272,404$176,924 in net payments by State Street in connection with an expatriate assignment. State Street provides expatriate employees with cost of living, housing and other relocation assistance as well as a tax equalization policy (designed to maintain a level of income tax equivalent to that applicable in the home country) applicable to all employees working on temporary international assignments in jurisdictions other than their home country where taxes in the home and host jurisdictions are paid on the employee’s behalf. In 2008,2009, in connection with Mr. Phalen’s assignment to the United Kingdom as head of international operations for Investment Servicing and Investment Research and Trading, State Street’s total payments of $176,924 included a cost-of-living allowance of $127,505,$65,010, a tax equalization paymentscredit of $1,753,935,-$142,336, housing and moving expenses equal to $311,212,$217,240, and other benefits of $79,752.$37,010. All payments described above were made in either U.S. dollars or British Pounds Sterling and converted to U.S. dollars based on the average monthly conversion rate we use for budgeting and reporting purposes. The variance reflected in Mr. Phalen’s “All Other Compensation” during the three years presented in the table above is due primarily to differences among the relevant years in the amount of the net payments by State Street in connection with this expatriate assignment. These differences result primarily from the amount, form and timing of the payment of Mr. Phalen’s base and incentive compensation, the timing of the commencement of Mr. Phalen’s expatriate assignment and the payment of foreign taxes required by law and subsequently refunded in 2009 associated with Mr. Phalen’s return to the United States in 2008 to serve as interim Chief Executive Officer of State Street Global Advisors.

Grants of Plan-Based Awards in 20082009