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

                         AMENDMENT AND FUND DECLARATION

                         GOVERNMENT CORPORATE BOND 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
Amendment and Fund Declaration, hereby amends and restates the Government
Corporate Bond 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 Amendment and Fund
Declaration.


1. NAME OF THE FUND:

   Government Corporate Bond Fund

2. EFFECTIVE DATE OF THE AMENDMENT AND FUND DECLARATION:

   September 30, 2000

3. INVESTMENT OBJECTIVES OF THE FUND:

   The Investment Objective of the Fund shall be to match or exceed the return
   of the Lehman Brothers Government Corporate Bond Index (the "Index").

4. PERMITTED CLASSES OF ASSETS AND INVESTMENT STRATEGY OF THE FUND:

   The Fund seeks to achieve its objective by investing primarily in units of
   the Government Fund and the Corporate Fund (the "Core Funds"), bank
   commingled funds maintained by the Trustee, the Fund Declarations of which
   are attached hereto.

   In addition, the Fund may invest in securities including, but not limited to:
   repurchase agreements, U.S. Treasury, agency, corporate (including medium
   term notes, Rule 144a and other types of corporate issuance), mortgage-
   backed, assest-backed, sovereign and supranational debt. At time of purchase,
   all securities purchased by the Fund will be rated at or above investment
   grade by either








    Standard & Poor's or Moody's Investor Services. All securities held by the
    Fund shall be U.S. dollar denominated.

    The Fund may hold derivative securities including, but not limited to,
    options, futures and swaps. The Fund may invest in other securities,
    investments, and bank commingled funds ("Commingled Funds") maintained by
    the Trustee which have characteristics consistent with the overall
    investment objective. Additional securities, investments and Commingled
    Funds may be added to the Fund in the event that new sectors are added to
    the Index, and may be implemented without advance notice to participants.

    In addition, the Fund may invest excess cash in short term securities and
    instruments including, but not limited to, repurchase agreements,
    commercial paper, the Short Term Investment Fund ("STIF") or other short
    term cash funds maintained by the Trustee, as well as shares of the SSgA
    Money Market Fund or other short term registered mutual funds for which the
    Trustee acts as investment advisor ("Mutual Funds").

5.  OPERATIONS OF THE FUND:

    The Trustee intends to operate the Fund as a "qualifying entity" pursuant to
    Regulation 4.5 (17 CFS Section 4.5) of the Commodity Futures Trading
    Commission ("CFTC"). Therefore, the Fund will limit its positions in
    commodity futures or options contracts which do not come within the meaning
    and intent of Regulation 1.3(z)(l) (17 CFS Section (z)(1)) of the CFTC to
    positions for which the aggregate initial margin and premiums will not
    exceed five percent (5%) of the net asset value of the Fund.

    Each business day shall be a Valuation Date (as defined in the Declaration
    of Trust).

6.  FEES AND EXPENSES:

    With respect to the Fund assets invested in the Mutual Funds, the Fund will
    indirectly incur management fees and other charges paid to the Trustee,
    which currently do not exceed forty-one (41) basis points. The Trustee
    will waive the allocable portion of each participant's management fee for
    the Fund that is attributable to such investment of cash in any Mutual Fund.



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     The Fund will be charged an administration fee as set forth on the
     attached schedule. The Fund will also be charged an annual audit fee, and
     such other fees as are permitted by the Declaration of Trust.

STATE STREET BANK AND TRUST COMPANY

BY: /s/ J. Stephen Reydel
    -----------------------------
NAME:  J. Stephen Reydel
TITLE: Principal











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                       SCHEDULE OF ADMINISTRATION CHARGES


The Trustee will charge the Fund an annual administration fee equal to $25,000.