NUMBER SHARES CU140453 COMMON COMMON PAR VALUE $1. PER SHARE PAR VALUE $1. PER SHARE INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS STATE STREET BOSTON CORPORATION CUSIP 857473 10 2 THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF BOSTON, MA OR NEW YORK, NY This Certifies that SPECIMEN is the owner of See Reverse For Certain Definitions FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF State Street Boston Corporation, transferable on the books of the corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented thereby are issued and shall be subject to the laws of The Commonwealth of Massachusetts and to the Articles of Organization and By-Laws of the corporation as now in effect or hereafter amended. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of the duly authorized officers of State Street Boston Corporation. DATED: /s/ Marshall N. Carter /s/ David A. Spina Chairman Treasurer Countersigned and Registered: State Street Bank and Trust Company (Boston) Transfer Agent and Registrar Authorized Signature BANKNOTE CORPORATION OF AMERICA PAGE 1 Page 18 of 39 STATE STREET BOSTON CORPORATION The corporation is authorized to issue Preferred Stock and Common Stock. The Preferred Stock may be divided into and issued in one or more series, having such preferences, voting powers, qualifications and special and relative rights as may be established by the Board of Directors from time to time. The corporation will furnish to the holder hereof upon written request and without charge a copy of the full text, as set forth in the corporation's Articles of Organization, of the preferences, voting powers, qualifications and special and relative rights of the shares of each class (and each series of a class, if any) of its capital stock authorized to be issued as of the date of such request. Requests for such copies should be directed to State Street Boston Corporation, 225 Franklin Street, Boston, Massachusetts 02110. This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between State Street Boston Corporation and The First National Bank of Boston dated as of September 15, 1988 as amended by an Agreement dated as of September 20, 1990 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and copies of which are on file at the principal executive offices of State Street Boston Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. State Street Boston Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) shall become null and void. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - _______ Custodian _________ (Cust) (Minor) under Uniform Gifts to Minors Act ___________ (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received _______________ hereby sell, assign and transfer unto Please Insert Social Security or Other Identifying Number of Assignee ____________________________________ _________________________________________________________________ Please Print or Typewrite Name and Address Including Zip Code of Assignee _________________________________________________________________ _________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________ __________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated,__________________ _______________________________ NOTICE: The signatures to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever. Page 19 of 39