STATE STREET BANK AND TRUST COMPANY
                INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS

                                SECOND AMENDMENT
                                      AND
                                FUND DECLARATION

                           SHORT TERM INVESTMENT FUND

Pursuant to Articles III and VII of the Second Amended and Restated Declaration
of Trust for the State Street Bank and Trust Company Investment Funds for Tax
Exempt Retirement Plans, dated March 13, 1997 (the "Declaration of Trust"),
State Street Bank and Trust Company (the "Trustee"), by its execution of this
Second Amendment and Fund Declaration, hereby amends and restates the Short Term
Investment Fund (the "Fund"). The Trustee agrees that it will hold, administer
and deal with all money and property received by it as Trustee of the Fund in
accordance with the terms of the Declaration of Trust, subject to the additional
terms and conditions set forth in this First Amendment and Fund Declaration.

1.   NAME OF THE FUND:

     Short Term Investment Fund

2.   EFFECTIVE DATE OF THE SECOND AMENDMENT AND FUND DECLARATION:

     November 1, 1998

3.   INVESTMENT OBJECTIVES OF THE FUND:

     Through active management, the Fund shall seek to provide safety of
     principal, daily liquidity, and a competitive yield by investing in high
     quality money market instruments.

4.   INVESTMENT GUIDELINES:

     The following guidelines set forth the general principles which the Short
     Term Investment Fund will follow. All investments are limited to securities
     and other instruments issued after July 18, 1984.

     a.   Eligible Money Market Instruments:

          1) U.S. Treasury bills, notes and bonds; 2) other obligations issued
          by the U.S. Government, its agencies and instrumentalities; 3)






          corporate debt obligations (including commercial paper of U.S. and
          foreign companies); 4) instruments of U.S. and foreign banks,
          including time deposits (including Eurodollar Time Deposits),
          certificates of deposit (including Eurodollar and Yankee Certificates
          of Deposit) and banker's acceptances; 5) supranational and sovereign
          debt obligations (including obligations of foreign government
          subdivisions); 6) asset-backed trusts; 7) repurchase agreements; 8)
          funding agreements; and 9) money market mutual funds subject to SEC
          Rule 2a-7, short-term collective investment funds and registered or
          private investment companies investing principally in fixed income or
          other debt securities and which have investment guidelines consistent
          with those contained herein, as determined by the Trustee.

     b.   Credit Quality:

          At time of purchase, all securities will qualify as "first tier
          securities" within the meaning of Rule 2a-7(a)(6) under the Investment
          Company Act of 1940. A rated security or its issuer must be rated in
          one of the highest rating categories by at least two Nationally
          Recognized Statistical Rating Organizations ("NRSRO"). U.S. Government
          and agency securities are exempt from this requirement.

          1)   Repurchase Agreements:

               a)   All counterparties must have executed a written repurchase
                    agreement.

               b)   All counterparties shall be approved by the Trustee.

               c)   All repurchase transactions shall be collateralized
                    initially at one hundred two percent (102%) and
                    counterparties shall be required to deliver additional
                    collateral in the event the market value of the collateral
                    falls below one hundred percent (100%).

     c.   Investment Restrictions and Concentration Limits:

          At the time of purchase, no issuer shall constitute more than five
          percent (5%) of the portfolio. U.S. Government and agency securities,
          repurchase agreements and other commingled funds are exempt from this
          restriction.



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          1)   Repurchase Agreements:

               a)   The Fund must take possession of collateral either directly
                    or through a third-party custodian.

               b)   The Fund may invest in repurchase agreements with
                    counterparties on the approval list of the Trustee.

               c)   The Fund may not invest in repurchase agreements with the
                    Trustee or any of its Affiliates as counterparties.

          2)   Duration:

               a)   The maximum expected average time to receipt of principal of
                    any single security will not exceed three hundred
                    ninety-seven (397) days.

               b)   The average effective duration of the Fund will not exceed
                    ninety (90) days.

          3)   Currency:

               All instruments will be denominated in U.S. Dollars.

          4)   Derivatives:

               a)   The Fund will not engage in detached derivative transactions
                    such as futures, options, swaps, caps or floor contracts or
                    agreements. This restriction does not apply to instruments
                    or securities that have detached derivatives embedded in
                    them.

               b)   The Fund will not purchase inverse floaters, dual index
                    notes, range notes, or any other instrument the terms of
                    which do not make non-payment of interest an event of
                    default.

          5)   Lending of Securities:

               The Fund will not lend securities.



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5.   OPERATION OF THE FUND:

     Each day shall be a Valuation Date (as defined in the Declaration of
     Trust). The Fund will be open for contributions and withdrawals on the each
     business day, when the Federal Reserve's wire system is open.

6.   FEES AND EXPENSES:

     The Fund shall charge an annual audit fee and such other fees as are
     permitted by the Declaration of Trust.

STATE STREET BANK AND TRUST COMPANY


BY: /s/ Timothy B. Harbert
   --------------------------
NAME:  Timothy B. Harbert
TITLE: Executive Vice President



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