INDEX MANAGEMENT AGREEMENT 

THE DREYFUS CORPORATION 

200 Park Avenue

New York, New York 10166

November 13, 1995 

Revised, February 17, 2004 

Mellon Equity Associates 

500 Grant Street 

Pittsburgh, Pennsylvania 15258 

Dear Sirs:

     As you are aware, Dreyfus Stock Index Fund, Inc. (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund employs The Dreyfus Corporation ("Dreyfus") pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. Dreyfus desires to employ you to act as the Fund's index manager.

     In this connection, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees who are employed by both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect.

     Subject to the supervision and approval of Dreyfus, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objective and policies as stated in the Fund's Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will supervise the Fund's investments and, if appropriate, the sale and reinvestment of the Fund's assets. You are authorized to invest the Fund's assets in securities issued by Mellon Bank Corporation, to the extent required or permitted by the Fund's investment objective and policies, and to the extent permitted by the U.S. Securities and Exchange Commission or other applicable authority. You will furnish to Dreyfus or the Fund such statistical information, with respect to the investments, which the Fund may hold or contemplate purchasing, as Dreyfus or the Fund may reasonably request. The Fund and Dreyfus wish to be informed of important developments materially affecting the Fund's portfolio and shall expect you, on your own initiative, to furnish to the Fund or Dreyfus from time to time such information as you may believe appropriate for this purpose.

     You shall exercise your best judgment in rendering the services to be provided hereunder, and Dreyfus agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund or Dreyfus, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to Dreyfus, the Fund or the Fund's security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, orby reason of your reckless disregard of yourobligations and duties hereunder.

     In considerationof the services rendered pursuant to this Agreement, Dreyfus will pay you, on the first business day of each month, out of the management fee it receives and only to the extent thereof, a fee calculated daily and paid monthly at the annual rate of .095 of 1% of the value of the Fund's average daily net assets, for the preceding month.

     Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. The fee for the period from the date hereof to the end of the month hereof shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable within 10 business days of date of termination of this Agreement.

     For the purpose of determining fees payable to you, thevalue of the Fund's net assets shall be computed in the manner specified in the Fund's charter documents for the computation of the value of the Fund's net assets.

     You will bear all expenses in connection with the performance of your services under this Agreement. You also will pay, out of your fee to be received hereunder or from other sources available to you, for the custody services to be provided to the Fund by Boston Safe Deposit and Trust Company. All other expenses to be incurred in the operation of the Fund (other than those borne by Dreyfus) will be borne by the Fund, except to the extent specifically assumed by you. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of you or Dreyfus or any affiliate of you or Dreyfus, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses.

     If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to the Fund's Management Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses)

exceed the expense limitation of any state having jurisdiction over the Fund, Dreyfus may deduct from the fees to be paid hereunder, or you will bear such excess expense on a pro-rata basis with Dreyfus, in the proportion ("Your Proportion") that the index management fee payable to you pursuant to this Agreement bears to the fee payable to Dreyfus pursuant to the Management Agreement, to the extent required by state law. If Dreyfus fails to receive any portion of its fees under the Management Agreement, for any reason other than Dreyfus' voluntary waiver of such fees, your fee under this Agreement shall be reduced by Your Proportion of the amount which Dreyfus shall not have received. If Dreyfus waives receipt of any portion of its fees under the Management Agreement, your fee under this Agreement shall be reduced by Your Proportion of the amount which Dreyfus shall have waived, provided that in no event will any such waiver reduce the fee to be paid to you hereunder below the annual rate of .055 of 1% of the value of the Fund's average daily net assets during the period of such waiver. Dreyfus agrees to notify you in advance of any such waiver. Your obligations pursuant to this paragraph will be limited to the amount of your fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

     Dreyfus understands that you now act, and that from time to time hereafter you may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and Dreyfus has no objection to your so acting, provided that when purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more companies or accounts managed by you which have available funds for investment, the available securities will be allocated in a manner believed by you to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund.

     In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

     You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or Dreyfus in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee, or agent or one under your control or direction even though paid by you.

     This Agreement shall continue automatically for successive annual periods ending on March 30^th of each year, provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as amended) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a

meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty (i) by Dreyfus upon 60 days' notice to you, (ii) by the Fund's Board or by vote of the holders of a majority of the Fund's shares upon 60 days' notice to you, or (iii) by you upon not less than 90 days' notice to the Fund and Dreyfus. This Agreement also will terminate automatically in the event of its assignment (as defined in said Act). In addition, notwithstanding anything herein to the contrary, if the Management Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Management Agreement terminates.

     If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours, 

THE DREYFUS CORPORATION 

By:
____________________________ 

Accepted: 

MELLON EQUITY ASSOCIATES 

By:
_____________________________