Exhibit 3.1
The Commonwealth of Massachusetts
K JOHN F. X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 156B, Section 74
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
__________
We, George B. Rockwell , President/and
Winthrop B. Walker , Clerk of
State Street Boston Financial Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02101
---------------------------------------------------------------------
do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted on June 11, 1970, by written consent of the
holder of
100 shares of Common Stock out of 100 shares outstanding,
- ---------- ---------------- -----------
(Class of Stock)
__________ shares of ________________ out of ___________ shares outstanding, and
(Class of Stock)
__________ shares of ________________ out of ___________ shares outstanding,
(Class of Stock)
being all of the stock outstanding and entitled to vote and of each class or
series of stock adversely affected thereby:-
1. The name by which the corporation shall be known is:-
State Street Boston Financial Corporation
2. The purposes for which the corporation is formed are as follows:-
See Continuation Sheet 2A.
Note: Provisions for which the space provided under articles 2, 4, 5, and 6
is not sufficient should be set out on continuation sheets to be
numbered 2A, 2B, etc. Indicate under each article where the provision
is set out. Continuation sheets shall be on 8 1/2" wide x 11" high
=================
paper and must have a left-hand margin 1 inch wide for binding. Only
one side should be used.
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
Preferred 700,000 0 ---
Common 0 3,500,000 $10
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:
See Continuation Sheet 4A
*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:
None
*6. Other lawful provision, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution,
or for limiting, defining, or regulating the powers of the corporation,
or of its directors or stockholders, or of any class of stockholders:
See Continuation Sheets 6A, 6B, and 6C.
* If there are no such provisions, state "None".
CONTINUATION SHEET 2A
---------------------
To acquire, hold, dispose of and otherwise deal in and with securities
(including but not limited to stocks, shares, evidences of beneficial interest,
evidences of indebtedness and evidences of any right to subscribe for or
purchase or sell any thereof), and any interest therein, issued or created by or
evidencing or representing any interest in any one or more banks, trust
companies, other corporations, associations, trusts, firms, partnerships,
governments, governmental or political units, instrumentalities, subdivisions,
agencies or authorities, or other organizations, persons or entities, public or
private; and
To engage in any other lawful business or activity in which a
corporation organized under the Business Corporation Law of Massachusetts is
permitted to engage.
CONTINUATION SHEET 4A
---------------------
The board of directors is authorized, subject to the limitations
prescribed by law and these articles, to divide the Preferred Stock into two or
more series and to establish and designate each series and fix and determine the
variations in the relative rights and preferences as between the different
series, provided that all shares of the Preferred Stock shall be identical
except that there may be variations fixed and so determined between different
series as to:
(a) The number of shares constituting each series and the distinctive
designation of that series;
(b) Whether or not the shares of any series shall be redeemable and,
if redeemable, the price (which may vary under different conditions and at
different redemption dates), the terms and the manner of redemption, including
the date or dates on or after which they shall be redeemable;
(c) The dividend rate on the shares of each series, the conditions
and dates upon which dividends thereon shall be payable, the extent, if any, to
which dividends thereon shall be cumulative, and the relative rights of
preference, if any, of payment of dividends thereon;
(d) The rights of each series on liquidation,voluntary or
involuntary, including dissolution or winding up of the corporation;
(e) The sinking fund or purchase fund provisions, if any, applicable
to each series, including without limitation the annual amount thereof and the
terms relating thereto;
(f) The conversion rights, if any, of each series, including the
terms and conditions of conversion, which terms and conditions may contain
provisions for adjustment of the conversion rate in such events as the board of
directors shall determine; and
(g) The conditions under which each series shall have separate voting
rights or no voting rights, in addition to the voting rights provided by law.
CONTINUATION SHEET 6A
---------------------
By-laws
-------
The board of directors is authorized to make, amend or repeal the
by-laws of the corporation in whole or in part, except with respect to any
provision thereof which by law, by these articles of organization or by the
by-laws requires action by the stockholders.
Place of Meetings of the Stockholders
-------------------------------------
Meetings of the stockholders may be held anywhere in the United
States.
Partnership
-----------
The corporation may be a partner in any business enterprise which the
corporation would have power to conduct by itself.
Indemnification of Directors, Officers and Others
-------------------------------------------------
The corporation shall indemnify each person who is or was a director,
officer, employee or other agent of the corporation, and each person who is or
was serving at the request of the corporation as a director, trustee, officer,
employee or other agent of another organization in which it directly or
indirectly owns shares or of which it is directly or indirectly a creditor,
against all liabilities, costs and expenses, including but not limited to
amounts paid in satisfaction of judgments, in settlement or as fines and
penalties, and counsel fees and disbursements, reasonably incurred by him in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, before any court or administrative or
legislative or investigative body, in which he may be or may have been involved
as a party or otherwise or with which he may be or may have been threatened,
while in office or thereafter, by reason of his being or having been such a
director, officer, employee, agent or trustee, or by reason of any action taken
or not taken in any such capacity, except with respect to any matter as to which
he shall have been finally adjudicated by a court of competent jurisdiction not
to have acted in good faith in the reasonable belief that his action
CONTINUATION SHEET 6B
---------------------
was in the best interests of the corporation. Expenses, including but not
limited to counsel fees and disbursements, so incurred by any such person in
defending any such action, suit or proceeding, may be paid from time to time by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the person
indemnified to repay the amounts so paid if it shall ultimately be determined
that indemnification of such expenses is not authorized hereunder.
As to any matter disposed of by settlement by any such person,
pursuant to a consent decree or otherwise, no such indemnification either for
the amount of such settlement or for any other expenses shall be provided
unless such settlement shall be approved as in the best interests of the
corporation, after notice that it involves such indemnification, (a) by vote of
a majority of the disinterested directors then in office (even though the
disinterested directors be less than a quorum), or (b) by any disinterested
person or persons to whom the question may be referred by vote of a majority of
such disinterested directors, or (c) by vote of the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested person, or (d) by any
disinterested person or persons to whom the question may be referred by vote of
the holders of a majority of such stock. No such approval shall prevent the
recovery from any such officer, director, employee, agent or trustee of any
amounts paid to him or on his behalf as indemnification in accordance by a court
of competent jurisdiction not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation.
The right of indemnification hereby provided shall not be exclusive of
or affect any other rights to which any director, officer, employee, agent or
trustee may be entitled or which may lawfully be granted to him. As used herein,
the terms "director", "officer", "employee", "agent" and "trustee" include their
respective executors, administrators and other legal representatives, an
"interested" person is one against whom the action, suit or other proceeding in
question or another action, suit or other proceeding on the same or similar
grounds is then or had been pending or threatened, and a "disinterested" person
is a person against whom no such action, suit or other proceeding is then or had
been pending or threatened.
By action of the board of directors, notwithstanding any interest of
the directors in such action, the corporation may purchase and maintain
insurance, in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of the
CONTINUATION SHEET 6C
---------------------
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or other agent of another organization in
which it directly or indirectly owns shares or of which it is directly or
indirectly a creditor, against any liability incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.
Intercompany Transactions
-------------------------
No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other organization
of which one or more of its directors or officers are directors, trustees or
officers, or in which any of them has any financial or other interest, shall be
void or voidable, or in any way affected, solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board of directors or committee thereof which authorizes, approves or
ratifies the contract or transaction, or solely because his or their votes are
counted for such purpose, if:
(a) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the board of
directors or the committee which authorizes, approves or ratifies the
contract or transaction, and the board or committee in good faith
authorizes, approves or ratifies the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically authorized, approved or ratified in good faith by vote of the
stockholders; or
(c) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified by the board of
directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee thereof which
authorizes, approves or ratifies the contract or transaction. No director or
officer of the corporation shall be liable or accountable to the corporation or
to any of its stockholders or creditors or to any other person, either for any
loss to the corporation or to any other person or for any gains or profits
realized by such director or officer, by reason of any contract or transaction
as to which clauses (a), (b) or (c) above are applicable.
*We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization of the
corporation as heretofore amended, except amendments to the following articles 3
-
and 4
- -----
(*If there are no such amendments, state "None".)
Article Three is amended by increasing the authorized capital stock of
this corporation by
(a) 3,485,000 shares of Common Stock, $10 par value,
to a total of 3,500,000 shares; and
(b) 700,000 shares of Preferred Stock, without par value.
Article Four is amended by the addition of provisions authorizing the Board of
Directors to divide the Preferred Stock into two or more series and to establish
and designate each series and fix and determine the variations in the relative
rights and preferences as between the different series.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have signed our names
this 11th day of June in the year 1970.
/s/ George B. Rockwell President
-----------------------------
/s/ Winthrop B. Walker Clerk
-----------------------------
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles
of organization and, the filing fee in the
amount of $24,550.00 having been paid, said
articles are deemed to have been filed with
me this 15th day of June, 1970.
/s/ John F.X. Davoren
Secretary of the Commonwealth
State House Boston, Mass
[STAMP]
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
Jerome E. Andrews, Jr., Esq.
-----------------------------------
Choate, Hall & Stewart
--------------------------------
28 State Street
----------------------------
Boston, Massachusetts 02109
Tel: 227-5020
Copy Mailed MON 7.8.70
The Commonwealth of Massachusetts
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
02133
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within
sixty days after the date of the vote of stockholders adopting the amendment.
The fee for filing this certificate is prescribed by General Laws, Chapter 1568,
Section 114. Make check payable to the Commonwealth of Massachusetts.
____________ Senior
Peter S. Maher , Vice President, and
We,
Dean W. Harrison , Clerk
STATE STREET BOSTON FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02101
---------------------------------------------------------------------
do hereby certify that the following amemdment to the articles of organization
of the corporation was duly adopted at a meeting held on April 20, 1977, by vote
of 1,664,380 shares of Common out of 2,280,323 shares outstanding,
------------ ------ -------------
(Class of Stock)
____________ shares of ______________ out of __________ shares outstanding, and
(Class of Stock)
____________ shares of _______________ out of __________ shares outstanding, and
(Class of Stock)
being at least a majority of each class outstanding and
entitled to vote thereon
For amendments adopted pursuant to Chapter 156B. Section 70
For amendments adopted pursuant to Chapter 156B. Section 71
NOTE: Amendment for which the space provided above is not sufficient should be
set out on continuation sheets to be numbered 2A, 2?, etc. Continuation
sheets shall be an 8?" wide x 11" high paper and must have a left-hand
-------------------
margin 1 inch wide for binding. Only one side should be used.
VOTED: to change the name of the STATE STREET BOSTON FINANCIAL CORPORATION to
STATE STREET BOSTON CORPORATION.
CONSENT
-------
On April 20, 1977, the stockholders of State Street Boston Financial
Corporation voted to change the name of said corporation to State Street Boston
Corporation.
The undersigned hereby consent to said corporation's change of name to
State Street Boston Corporation.
STATE STREET BOSTON LEASING COMPANY, INC.
225 Franklin Street
Boston, Massachusetts 02101
Date 4/20/77 By /s/ [ILLEGIBLE] EXECUTIVE VICE PRESIDENT
-------------------------------------------
Its SENIOR MANAGER
STATE STREET BOSTON CREDIT COMPANY, INC.
225 Franklin Street
Boston, Massachusetts 02101
Date 4/20/77 By /s/ Peter S Maher
-------------------------------------------
Its General Manager
STATE STREET BOSTON SECURITIES SERVICES CORP.
40 Exchange Place
New York, New York
Date 4/20/77 By /s/ [ILLEGIBLE]
-------------------------------------------
Its President
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this twentieth day of April, in the year 1977
/s/ Peter S. Maher Senior Vice President
- ------------------------------
/s/ Dean W. Harrison Clerk
- ------------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $50.00
having been paid, said articles are deemed to have
been filed with me this 3rd day of May, 1977.
/s/ Paul Guzzi
[STAMP]
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Paul F. Lorenz
--------------------------------------
State Street Bank & Trust Co.
--------------------------------------
225 Franklin Street
--------------------------------------
Boston, MA 02101
Copy Mailed MAY 6 1977
/s/ ILLEGIBLE The Commonwealth of Massachusetts
- ---------------
Examiner MICHAEL JOSEPH CONNOLLY
FEDERAL INDENTIFICATION
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 No. 04-2456637
--------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the
vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.
____________
We, Robert J. Malley Senior Vice President, and
Christoph H. Schmidt Clerk of
State Street Boston Corporation
--------------------------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02110
_______________
Name do hereby certify that the following amendments to the articles of organization of the corporation were duly adopted
Approved at a meeting held on April 21, 1982, by vote of
1,315,382 shares of Common Stock out of 2,111,476 shares outstanding, on Vote 1
------------
(Class of Stock)
1,089,224 shares of Common Stock out of 2,111,476 shares outstanding, on Vote 2 and
------------
(Class of Stock)
_______________ shares of _________________ out of _____________ ______ shares outstanding.
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote thereon:- /1/
(Vote 1) VOTED: That Article 3 of the Articles of Organization of this Corporation is hereby amended to increase the
-----
C [_] number of authorized shares of Common Stock, $10 par value, of the Corporation from 3,500,000 to 7,000,000;
P [_] and that the Board of Directors be and it hereby is authorized to issue any and all of the authorized but
M [_] unissued shares of the Common Stock, $10 par value, of this Corporation at such time or times, to such
persons, and for such lawful consideration, including cash, tangible or intangible property, services or
expenses, or as stock dividends, as may be determined from time to time by the Board of Directors.
/1/ For amendments adopted pursuant to Chapter 156B, Section 70
/2/ For amendments adopted pursuant to Chapter 156B, Section 71
4 Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth
- --------------- on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more
PC than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is
clearly indicated.
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
( -0- )
--------- shares preferred
(3,500,000 ) with par value
---------- shares common
The total amount of capital stock already authorized is ( 700,000 )
---------- shares preferred
( -0- ) without par value
---------- shares common
( -0- )
---------- shares preferred
(3,500,000 ) with par value
---------- shares common
The amount of additional capital stock authorized is (2,800,000 )
---------- shares preferred
( -0- ) without par value
---------- shares common
(Vote 2) VOTED: That Article 3 of the Articles of Organization of
-----
this Corporation is hereby amended to increase the number of
authorized shares of Preferred Stock, no par value, of the
Corporation from 700,000 to 3,500,000; and that the Board of
Directors be and it hereby is authorized to issue any and
all of the authorized but unissued shares of the Preferred
Stock, no per value, of this Corporation at such time or
times, to such persons, and for such lawful consideration,
including cash, tangible or intangible property, services or
expenses, or as stock dividends, as may be determined from
time to time by the Board of Directors.
The foregoing amendments will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this eleventh day of May, in the year 1982
Robert J. Malley Senior Vice President
Christopher H. Schmidt Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $45,500.00
having been paid, said articles are deemed to have
been filed with me this 12th
day of May, 1982.
[stamp] /s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO Mr. Robert J. Malley, S.V.P.
State Street Boston Corp.
225 Franklin Street - 4th Floor
Boston, MA 02101
Telephone: (617) 786-3104
Copy Mailed MAY 19 1982
/s/ ILLEGIBLE The Commonwealth of Massachusetts
- ---------------
Examiner MICHAEL JOSEPH CONNOLLY
FEDERAL IDENTIFICATION
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2456637
------------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days
after the date of the vote of stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
____________
We, William S. Edgerly , President and
Robert J. Malley Secretary of
State Street Boston Corporation
--------------------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02110
_______________
Name do hereby certify that the following amendments to the articles of organization of the
Approved corporation were duly adopted at a meeting held on April 20, ,1983 , by vote of
Common Stock
3,223,000 shares of $10.00 par value out of 4,311,465 shares outstanding,
-------------------
(Class of Stock)
_______________ shares of ___________________ out of _____________ shares outstanding, and
(Class of Stock)
_______________ shares of ___________________ out of __________________ shares outstanding.
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote
thereon:-/1/
"VOTED: That Article 3 of the Corporation's Articles of Organization be amended to change
C [_] the authorized common stock from 7,000,000 shares having a par value of $10.00 per
P [_] share to 14,000,000 shares having a par value of $1.00 per share; and that the Board
M [_] of Directors be and it hereby is authorized to issue any and all of the authorized
but unissued shares of the Common Stock, $1 par value, of this Corporation at such
time or times, to such persons, and for such lawful consideration, including cash,
tangible or intangible property, services or expenses, or as such stock dividends, as
may be determined from time to time by the Board of Directors."
/1/ For amendments adopted pursuant to Chapter 156B, Section 70
/2/ For amendments adopted pursuant to Chapter 156B, Section 71
Note: If the space provided under any Amendment or item on this form is insufficient,
3 additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand
- --------------- margin of at least 1 inch for binding. Additions to more than one Amendment may be
PC continued on a single sheet so long as each Amendment requiring each such addition
is clearly indicated.
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
( )
_________ shares preferred
( ) with par value
_________ shares common
The total amount of capital stock already authorized is ( )
_________ shares preferred
( ) without par value
_________ shares common
( )
_________ shares preferred
( ) with par value
_________ shares common
The amount of additional capital stock authorized is ( )
_________ shares preferred
( ) without par value
_________ shares common
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 21/st/ day of April, in the year 1983.
/s/ William S. Edgerly President
- ------------------------------
/s/ Robert J. Malley Secretary
- ------------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $75.00
having been paid, said articles are deemed to have
been filed with me this 22nd
day of April, 1983.
[stamp] /s/ Michael Joseph Connoly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO Mr. Robert J. Malley, S.V.P.
State Street Boston Corporation
225 Franklin Street
Boston, MA 02101
Telephone: (617) 786-3104
Copy Mailed APR 28 1983
/s/ ILLEGIBLE
- ---------------
Examiner
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 No. 04-2456637
------------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days
after the date of the vote of stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
____________
We, William S. Edgerly , President, and
Robert J. Malley Secretary & Clerk of
STATE STREET BOSTON CORPORATION
--------------------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02101
_____________
Name do hereby certify that the following amendment to the articles of organization of the
Approved Corporation was duly adopted at a meeting held on April 17, ,1985 , by vote of
6,669,209 shares of Common Stock out of 8,241,453 shares outstanding.
...................
$1 par (Class of Stock)
_______________ shares of ................... out of _____________ shares outstanding, and
(Class of Stock)
_______________ shares of ................... out of __________________ shares outstanding.
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote
thereon:- /1/
"VOTED: That Article 3 of the Articles of Organization be amended to increase the
C [_] authorized number of shares of Common Stock of the Corporation, $1 par
P [_] value, from 14 million to 28 million."
M [_]
/1/ For amendments adopted pursuant to Chapter 156B, Section 70
/2/ For amendments adopted pursuant to Chapter 156B, Section 71
Note: If the space provided under any Amendment or item on this form is insufficient,
additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand
4 margin of at least 1 inch for binding. Additions to more than one Amendment may be
- ------------- continued on a single sheet so long as each Amendment requiring each such addition
PC is clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON -0- 14,000,000 $1
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED 3,500,000 -0-
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
CHANGE the total to:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON -0- 28,000,000 $1
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED 3,500,000 -0-
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 25th day of April, in the year 1985.
/s/ William S. Edgerly President
- -------------------------
/s/ Robert J. Malley Secretary & Clerk
- -------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the
filing fee in the amount of $7,000.00 having been paid, said
articles are deemed to have been filed with one this 29th day
of April, 1985.
[STAMP] /s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Robert J. Malley, S.V.P. & General Counsel
----------------------------------------------
State Street Boston Corporation
225 Franklin Street
----------------------------------------------
Boston, MA 02101
----------------------------------------------
Telephone (617) 654-3104
----------------------------------------------
Copy Mailed
/s/ ILLEGIBLE The Commonwealth of Massachusetts
- ---------------
Examiner OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2456637
------------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days
after the date of the vote of stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
____________
We, David A. Spina , Executive Vice President, and
Robert J. Malley Secretary & Clerk of
STATE STREET BOSTON CORPORATION
--------------------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02101
----------------------------------------------------------------------------------
_______________
Name do hereby certify that the following amendment to the articles of organization of the
Approved corporation was duly adopted at a meeting held on April 16, ,1986 , by vote of
14,092,857 shares of Common Stock out of 17,216,198 shares outstanding.
-------------------
(Class of Stock)
--------------- shares of ------------------- out of ------------- shares outstanding, and
(Class of Stock)
--------------- shares of ------------------- out of ------------------ shares outstanding.
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote
thereon:-/1/
"VOTED: That Article 3 of the Articles of Organization be amended to increase the
C [_] authorized number of shares of Common Stock of the Corporation, $1 par
P [_] value, from 28 million to 56 million."
M [_]
/1/ For amendments adopted pursuant to Chapter 156B, Section 70.
/2/ For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any Amendment or item on this form is insufficient,
4 additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand
- --------------- margin of at least 1 inch for binding. Additions to more than one Amendment may be
PC continued on a single sheet so long as each Amendment requiring each such addition
is clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON -0- 28,000,000 $1
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED 3,500,000 -0-
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
CHANGE the total to:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON -0- 56,000,000 $1
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED 3,500,000 -0-
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 9/th/ day of May, in the year 1986
/s/ David A. Spina Executive Vice President
- ------------------------------
/s/ Peter J. Malley Clerk and Secretary
- ------------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $14,000.00
having been paid, said articles are deemed to have
been filed with me this 9th
day of May, 1986.
[stamp] /s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO Mr. Robert J. Malley, Secretary & Clerk
State Street Boston Corporation
225 Franklin Street
Boston, MA 02101
Telephone: (617) 654-3104
Copy Mailed
/s/ ILLEGIBLE The Commonwealth of Massachusetts
- ---------------
Examiner OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2456637
------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days
after the date of the vote of stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
____________
We, David A. Spina , Executive Vice President, and
Robert J. Malley Secretary & Clerk of
STATE STREET BOSTON CORPORATION
--------------------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02101
_______________
Name do hereby certify that the following amendments to the articles of organization of the
Approved corporation were duly adopted at a meeting held on April 15, ,1987 , by vote of
27,682,822 shares of Common Stock out of 35,116,000 shares outstanding, Amendment #1
-----------------
(Class of Stock)
27,501,803 shares of Common Stock out of 35,116,000 shares outstanding, Amendment #2
-----------------
(Class of Stock)
_______________ shares of ------------------- out of __________________ shares outstanding.
(Class of Stock)
CROSS OUT being at least two-thirds of each class outstanding and entitled to vote
INAPPLICABLE thereon and of each class or series of stock whose rights are adversely
CLAUSE affected thereby:-/2/
AMENDMENT #1
------------
"VOTED: That Article 6 of the Corporation's Articles of Organization be amended to
C [_] add the following new paragraph pursuant to the Business Corporation of
P [_] Massachusetts:
M [_]
(See Continuation Sheet 1A, attached)
/1/ For amendments adopted pursuant to Chapter 156B, Section 70
/2/ For amendments adopted pursuant to Chapter 156B, Section 71
7 Note If the space provided under any Amendment or item on this form is insufficient,
- --------------- additions shall be set forth on separate 8 /1/2/ x 11 sheets of paper leaving a left hand
PC margin of at least 1 inch for binding. Additions to more than one Amendment may be
continued on a single sheet so long as each Amendment requiring each such addition
is clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
CHANGE the total to:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
STATE STREET BOSTON CORPORATION
Continuation Sheet 1A
---------------------
Amendment # 1 (continued)
-------------------------
"Liability of Directors
A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability,
provided, however, that this paragraph of Article Six shall not eliminate the
liability of a director to the extent such liability is imposed by applicable
law (i) for any breach of the director's duty of loyalty to this corporation or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
from which the director derived an improper personal benefit, or (iv) for paying
a dividend, approving a stock repurchase or making loans which are illegal under
certain provisions of Massachusetts law, as the same exists or hereafter may be
amended. If Massachusetts law is hereafter amended to authorize the further
limitation of the legal liability of the directors of this corporation, the
liability of the directors shall then be deemed to be limited to the fullest
extent then permitted by Massachusetts law as so amended. Any repeal or
modification of this paragraph of this Article Six which may hereafter be
effected by the stockholders of this corporation shall be prospective only, and
shall not adversely affect any limitation on the liability of a director for
acts or omissions prior to such repeal or modification."
Continuation Sheet 2A
---------------------
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
- -------------------------------------------------
The corporation shall to the fullest extent legally permissible indemnify
each person who is or was a director, officer, employee or other agent of the
corporation and each person who is or was serving at the request of the
corporation as a director, trustee, officer, employee or other agent of another
corporation or of any partnership, joint venture, trust, employee benefit plan
or other enterprise or organization against all liabilities, costs and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
settlement or as fines and penalties, and counsel fees and disbursements,
reasonably incurred by him in connection with the defense or disposition of or
otherwise in connection with or resulting from any action, suit or other
proceeding, whether civil, criminal, administrative or investigative, before any
court or administrative or legislative or investigative body, in which he may be
or may have been involved as a party or otherwise or with which he may be or may
have been threatened, while in office or thereafter, by reason of his being or
having been such a director, officer, employee, agent or trustee, or by reason
of any action taken or not taken in any such capacity, except with respect to
any matter as to which he shall have been finally adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation (any person serving
another organization in one or more of the indicated capacities at the request
of the corporation who shall not have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of such other organization shall be deemed so to have acted in
good faith with respect to the corporation) or to the extent that such matter
relates to service with respect to an employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan.
Expenses, including but not limited to counsel fees and disbursements, or
incurred by any such person in defending any such action, suit or proceeding,
shall be paid from time to time by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the person indemnified to repay the amounts so paid if it shall
ultimately be determined that indemnification of such expenses is not authorized
hereunder.
If, in an action, suit or proceeding brought by or in the name of the
corporation, a director of the corporation is held not liable for monetary
damages, whether because that director is relieved of personal liability under
the provisions of this Article Six of the Articles of Organization, or
otherwise, that director shall be deemed to have met the standard of conduct set
forth above and to be entitled to indemnification for expenses
reasonably incurred in the defense of such action, suit or proceeding.
As to any matter disposed of by settlement by such person, pursuant to a
consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the corporation, after
notice that it involves such indemnification, (a) by vote of a majority of the
disinterested directors then in office (even though the disinterested directors
be less than a quorum), or (b) by any disinterested person or persons to whom
the question may be referred by vote of a majority of such disinterested
directors, or (c) by vote of the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class, exclusive
of any stock owned by any interested person, or (d) by any disinterested person
or persons to whom the question may be referred by vote of the holders of a
majority of such stock. No such approval shall prevent the recovery from any
such director, officer, employee, agent or trustee of any amounts paid to him
or on his behalf as indemnification in accordance with the preceding sentence if
such person is subsequently adjudicated by a court of competent jurisdiction not
to have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation.
The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director, officer, employee, agent or
trustee may be entitled or which may lawfully be granted to him. As used herein,
the terms "director", "officer", "employee", "agent", and "trustee" include
their respective executors, administrators and other legal representatives, an
"interested" person is one against whom the action, suit or other proceeding in
question or another action, suit or other proceeding on the same or similar
grounds is then or had been pending or threatened, and a "disinterested" person
is a person against whom no such action, suit or other proceeding is then or had
been pending or threatened.
By action of the board of directors, notwithstanding any interest of the
directors in such action, the corporation may purchase and maintain insurance,
in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or other agent of another
corporation or of any partnership, joint venture, trust, employee benefit plan
or other enterprise or organization against any liability incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
Amendment #2
------------
VOTED: That Article 6 of the Articles of Organization be further
amended and restated with respect to indemnification to read
as follows:
(See Continuation Sheet 2A, attached)
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this twenty-fourth day of April, in the year 1987
David A Spina Executive Vice President
Robert J. Malley Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $75.00
having been paid, said articles are deemed to have
been filed with me this 1st
day of May, 1987.
[stamp] /s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO Mr. Robert J. Malley, Secretary & Clerk
State Street Boston Corporation
225 Franklin Street
Boston, MA 02101
Telephone: (617) 654-3104
Copy Mailed
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary FEDERAL
ONE ASHBURTON PLACE, BOSTON, MASS.02108 IDENTIFICATION
No. 04-2456637
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING --------------
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 1568, Section 26
-------------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
We, Robert J. Malley, Vice President, and
Robert J. Malley, Clerk
STATE STREET BOSTON CORPORATION
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 225 Franklin Street, Boston, MA 02110
---------------------------------------------------------------------
do hereby certify that a meeting of the directors of the corporation held on
September 15 ,1988, the following vote establishing and designating a series
- -----------------
of a class of stock and determining the relative rights and preferences thereof
was duly adopted:-
See continuation sheets numbered 2A through 2A-7
NOTE: Votes for which the space provided above is not sufficient should be
set out on continuation sheets to be numbered 2A, 2B, etc.
Continuation sheets must have a left-hand margin 1 inch wide for binding
and shall be 8 1/2" X 11". Only one side should be used.
============
VOTED: That pursuant to the authority to granted and vested in the Board of
- -----
Directors in accordance with the provisions of the Articles of
Organisation, as amended to date, the Board of Directors hereby
creates a series of Preferred Stock, without par value, of the
Corporation and hereby states the designation and number of shares,
and fixes the relative rights, preferences and limitations thereof (in
addition to the provisions set forth in the Articles of Organization
which are applicable to the Preferred Stock of all classes and
series), as set forth in the Certificate of Designation, Preferences
and Rights comprising Exhibit A to the Rights Agreement, which is
attached hereto and incorporated herein by reference; and
2A
Exhibit A
---------
CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
STATE STREET BOSTON CORPORATION
(Pursuant to Section 26 of the
Massachusetts Business Corporation Law)
_______________________
State Street Boston Corporation, a corporation organized and existing
under the Business Corporation Law of the Commonwealth of Massachusetts
(hereinafter called the "Corporation"), hereby certifies that the following
resolution was adopted by the Board of Directors of the Corporation as required
by Section 26 of the Business Corporation Law at a meeting duly called and held
on September 15, 1988:
RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Articles of
Organization, the Board of Directors hereby creates a series of Preferred Stock,
without par value (the "Preferred Stock"), of the Corporation and hereby states
the designation and number of shares, and fixes the relative rights,
preferences, and limitations thereof (in addition to any provisions set forth in
the Articles of Organization of the Corporation which are applicable to the
Preferred Stock of all classes and series) as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series shall be
----------------------
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 400,000. Such number of shares may be
2A-1
increased or decreased by resolution of the Board of Directors; provided, that
--------
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.
Section 2. Dividends and Distributions.
---------------------------
(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the holders of Common Stock,
$1 par value (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause
(b) of the preceding sentence
2A-2
shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declared a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend
of $1 per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin
to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Series A Preferred
Stock entitled to received payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Preferred
-------------
Stock shall the following voting rights:
2A-3
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment
of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or
by law, the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.
Section 4. Certain Restrictions.
--------------------
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred
Stock outstanding shall been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions,
on any shares of stock ranking junior (either as to dividends or upon
liqui-
2A-4
dation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled:
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for considiration
any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares
upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
-----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired
2A-5
and cancelled promptly after the acquisition thereof. All such shares will upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Articles of
Organization, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
--------------------------------------
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
--------------------------
enter into any consolidation, merger, combination or other transaction in which
the shares of Com-
mon Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment herein-after set
forth, equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock
-------------
shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank junior with
----
respect to the payment of dividends and the distribution of assets to all other
series of the Corporation's Preferred Stock.
Section 10. Amendment. The Articles of Organization of the Corporation
---------
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
2A-7
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 31st day of January, in the year 1992
/s/ Robert J. Malley Senior Vice President
- --------------------------------------
Robert J. Malley
/s/ Robert J. Malley Clerk
- --------------------------------------
Robert J. Malley
THE COMMONWEALTH OF MASSACHUSETTS
Certificate of Vote of Directors Establishing
A Series of a Class of Stock
(General Laws, Chapter 156B Section 26)
I hereby approve the within certificate and, the
filing fee in the amount of $100
having been paid, said certificate is hereby filed this
6th day of FEBRUARY 1992
[STAMP] /s/ Michael Joseph Connolly
Michael Joseph Connolly
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Robert J. Malley, Vice President & Clerk
----------------------------------------
State Street Boston Corporation
225 Franklin Street
----------------------------------------
Boston, MA 02110
----------------------------------------
Telephone 617-654-3104
----------------------------------------
Copy Mailed
/s/ FR The Commonwealth of Massachusetts
- ---------------
Examiner OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2456637
------------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days
after the date of the vote of stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
____________
We, Marshall N. Carter , President and
Robert J. Malley , Clerk of
State Street Boston Corporation
............................................................................................
(Name of Corporation)
located at 225 Franklin Street, Boston, Massachusetts 02210
N/A
- ---------------
Name do hereby certify that the following amendment to the articles of organization of the
Approved corporation was duly adopted at a meeting held on April 15 ,1992 , by vote of
31,180,121 shares of Common Stock out of 37,248,358 shares outstanding.
...................
(Class of Stock)
_______________ shares of ................... out of _____________ shares outstanding, and
(Class of Stock)
_______________ shares of ................... out of __________________ shares outstanding.
(Class of Stock)
being at least a majority of each class outstanding and entitled to vote
thereon:- /1/
"VOTED: That Article 3 of the Restated Articles of Organization be amended to increase
-----
C [_] the authorized number of shares of Common Stock $1 par value, from 56 million
P [_] to 112 million, and to authorize the Board of Directors to issue such shares
M [_] from time to time for general corporate purposes."
/1/ For amendments adopted pursuant to Chapter 156B, Section 70
/2/ For amendments adopted pursuant to Chapter 156B, Section 71
Note: If the space provided under any Amendment or item on this form is insufficient,
4 additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand
- --------------- margin of at least 1 inch for binding. Additions to more than one Amendment may be
PC continued on a single sheet so long as each Amendment requiring each such addition
is clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON -0- 56,000,000 $1
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED 3,500,000 -0-
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
CHANGE the total to:
--------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
--------------------------------------------------------------
COMMON -0- 112,000,000 $1
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
PREFERRED 3,500,000 -0-
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 22nd day of April, in the year 1992
/s/ Marshall N. Carter President
- ------------------------------
/s/ Robert J. Malley Clerk
- ------------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $56,000.00
having been paid, said articles are deemed to have
been filed with me this 24th
day of April, 1992.
[stamp] /s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO Mr. Robert J. Malley, Clerk
State Street Boston Corporation
225 Franklin Street - 4th Floor
Boston, MA 02101
Telephone: (617) 654-3104
Copy Mailed
CONTINUATION SHEET
------------------
(Vote 1) VOTED: That Article 1 of the Restated Articles of Organization
------ be amended to change the name of the Corporation from
State Street Boston Corporation to State Street
Corporation.
(Vote 2) VOTED: That Article 3 of the Restated Articles of Organization
------ be amended to increase the number of authorized shares
of Common Stock, $1 par value, from 112,000,000 to
250,000,000, and to authorize the issuance from time to
time of the authorized and unissued shares of the
Corporation by the Board of Directors.
[LETTERHEAD OF STATE STREET]
April 16, 1997
BY HAND
- -------
Commonwealth of Massachusetts
Division of Corporations
Office of the State Secretary
One Ashburton Place, Room 1710
Boston, Massachusetts 02108
Re: State Street Boston Corporation
-------------------------------
Gentlemen:
State Street Corporation is a wholly-owned subsidiary of State Street
Boston Corporation and has no objection and hereby consents to the change of
name of State Street Boston Corporation to State Street Corporation.
Very truly yours,
Evalyn Lipton Fishbein
Enclosure
/s/ ILLEGIBLE
- ---------------
Examiner
FEDERAL IDENTIFICATION
No. 04-2456637
----------
THE Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
HG/CON (General Laws, Chapter 156B, Section 72)
- ------
Name
Approved
We, David A. Spina *President
----------------------------------------------------------------------------------------,
and John R. Towers *Clerk
-----------------------------------------------------------------------------------------------,
of State Street Boston Corporation
-------------------------------------------------------------------------------------------------------,
(Exact name of corporation)
located at 225 Franklin Street, Boston, MA. 02110
--------------------------------------------------------------------------------------------------,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Articles 1 and 3
-------------------------------------------------------------------------------------------------------,
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on April 16, 1997. by vote of
-------- ----
67,456,754 shares of Common Stock of 80,515,785 on shares outstanding Vote 1
--------------------------
(type, class & series, if any)
66,278,074 shares of Common Stock of 80,515,785 on shares outstanding Vote 2 and
----------------------------
(type, class & series, if any)
shares of of shares outstanding
---------- -------------------------------- ------------
(type, class & series, if any)
C [X]
P [_] /1/**being at least a majority of each type, class or series outstanding and entitled to vote thereof
M [_]
R.A [_] See Continuation Sheet.
* Delete the inapplicable words. ** Delete the inapplicable clause
/1/ For amendments adopted pursuant to Chapter 156B, Section 70
/2/ For amendments adopted pursuant to Chapter 156B, Section 71
6 Note: If the space provided under any article or there on this form is insufficient additions shall be set forth on one
- -------- side only of separate 9 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article
PC may be made on a single sheet so long as each article requiring each addition is clearly indicated.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issure fill in the
following:
The total presently authorized is:
----------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
----------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
----------------------------------------------------------------------------
Common: -0- Common: 112,000,000 $1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Preferred: 3,500,000 Preferred: -0-
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Change the total authorized to:
----------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
----------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
----------------------------------------------------------------------------
Common: -0- Common: 250,000,000 $1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Preferred: 3,500,000 Preferred: -0-
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:_______________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 16th day of April, 1997.
David A. Sping President
- ---------------------------------------------
John R. Towers Clerk
- ---------------------------------------------
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
========================================================================
I hereby approve the within Articles of Amendment and, the filing fee in
the amount of $138,100.00 having been paid, said articles are deemed
to have been filed with me this 16th day of April, 1997.
Effective date:_________________________________________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the commonwealth
[stamp]
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
John R. Towers, Clerk
State Street Corporation
225 Franklin Street, M-4
Boston, MA 02101
[ELIGIBLE]
- ------------
Examiner
N/A
- ------------
Name
Approved
C [_]
P [_]
M [_]
R.A. [_]
5
- ------------
P.C.
FEDERAL IDENTIFICATION
NO. 04-2456637
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, David A. Spina , *President
and Maureen Scannell Bateman , *Clerk
of State Street Corporation,
--------------------------------------------------------------------,
(Exact name of corporation)
located at 225 Franklin Street, Boston, Massachusetts 02110,
-------------------------------------------------------------,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Article 3
- --------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on April 18,
2001, by vote of: 133,261,123 shares of Common Stock of 163,006,883
--------------------------
(type, class & series, if any)
outstanding _________________ shares of ______________________________ of
(type, class & series, if any)
_______________ shares outstanding, and________________________ shares of
______________________________ of _____________________ shares outstanding,
(type, class & series, if any)
/1/**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
See Continuation Sheet
*Delete the inapplicable words **Delete the inapplicable clause
/1/ For amendment adapted pursuant to Chapter 156B. Section *0
/2/ For amendment adapted pursuant to Chapter 156B. Section -1
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet as long as each article requiring each
addition is clearly indicated.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
----------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
----------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
----------------------------------------------------------------------------
Common: -0- Common: 250,000,000 $1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Preferred: 3,500,000 Preferred: -0-
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Change the total authorized to:
----------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
----------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
----------------------------------------------------------------------------
Common: -0- Common: 500,000,000 $1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Preferred: 3,500,000 Preferred: -0-
----------------------------------------------------------------------------
----------------------------------------------------------------------------
CONTINUATION SHEET
------------------
Voted: That Article 3 of the Restated Articles of Organization be amended to
increase the number of authorized shares of Common Stock, $1 par value, from
250,000,000 to 500,000,000.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:_______________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 18th day of April, 2001
David A. Spina President
- ---------------------------------------------
Maureen Scannell Bateman Clerk
- ---------------------------------------------
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156E, Section 72)
========================================================================
I hereby approve the within Articles of Amendment and, the filing fee in
the amount of $250,000 having been paid, said articles are deemed to have
been filed with me this 18th day of April 2001.
Effective date:__________________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
[STAMP]
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Maureen Scannell Bateman, Clerk
---------------------------------------------
State Street Corporation
---------------------------------------------
255 Franklin Street
Boston, Massachusetts 02110
---------------------------------------------
Telephone: (617) 786-3000
---------------------------------------------
FEDERAL IDENTIFICATION
NO. 04-2456637
----------
- ------------
Examiner The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
CERTIFICATE OF CORRECTION
(General Laws, Chapter 156B, Section 6A)
1. Exact name of corporation: State Street Corporation
2. Document to be corrected: Articles of Amendment
3. The above mentioned document was filed with the Secretary of the
Commonwealth on April 18, 2001
4. Please state the inaccuracy or defect in said document:
The Articles of Amendment were adopted by vote of:
133,261,123 shares of Common Stock of 163,006,883 shares outstanding
5. Please state corrected version of the document:
The Articles of Amendment were adopted by vote of:
133,263,771 shares of Common Stock of 163,006,883 shares outstanding
Note: This correction should be signed by the person(s) required by law to
sign the original document.
SIGNED UNDER THE PENALTIES OF PERJURY, this 30th day of April, 2001,
/s/ David A. Spina
_____________________________________________________________, *President
/s/ Maureen Scannell Bateman
_______________________________________________, *Clerk
*Delete the inapplicable words.
Note: If the inaccuracy or defect to be corrected is not apparent on the face
of the document, minutes of the meeting substantiating the error must be filed
- ------------ with the certificate. Additional information may be provided on separate 8 1/2
P.C. x 11 sheets of white paper with a left margin of at least 1 inch.