AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN
SSGA FUNDS MANAGEMENT, INC.
AND
THE SELECT SECTOR SPDR(R) TRUST

This Agreement is made as of this first day of December, 2003, between The Select Sector SPDR Trust, a Massachusetts business trust (the "Trust"), and SSgA Funds Management, Inc., a Massachusetts corporation (the "Adviser").

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), currently consisting of the nine separate portfolio series set forth on Exhibit A to this Agreement (each a "Fund" and collectively, the "Initial Funds"), each having its own investment policies; and

WHEREAS, the Adviser is in the business of providing investment advisory services; and

WHEREAS, the Trust retained the Adviser to render investment advisory services to the Trust with respect to the Initial Funds and such other series subsequently established by the Trust and made subject to this Agreement in accordance with paragraph 1(b) (the "Additional Funds") (the Initial Funds together with the Additional Funds being referred to herein as the "Funds") pursuant to an Investment Advisory Agreement between the parties dated May 1, 2001, and the Adviser is willing to render such services; and

WHEREAS, the parties wish to amend and restate such Investment Advisory Agreement to reflect certain non-material changes;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Trust and Adviser agree as follows:

1. APPOINTMENT OF ADVISER.

(a) Initial Funds: The Trust hereby appoints the Adviser to act as investment adviser to the Initial Funds for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Trust warrants that the Adviser has been duly appointed to act hereunder.

(b) Additional Funds: In the event that the Trust establishes one or more series other than the Initial Funds with respect to which it desires to retain the Adviser to render investment advisory services hereunder, it shall so notify the Adviser in writing, indicating the advisory fee to be payable with respect to each Additional Fund. If the Adviser is willing to render such services, it shall so notify

the Trust in writing, whereupon each such Additional Fund shall become a Fund hereunder. In such event, a writing signed by both the Trust and the Adviser shall be annexed hereto as a part hereof indicating that each such Additional Fund has become a Fund hereunder and reflecting the agreed-upon fee schedule for each such Additional Fund.

2. ADVISORY DUTIES. Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of the portfolio of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund's investment objective and policies as stated in the then current prospectus and Statement of Additional Information for such Fund contained in the Trust's Registration Statement on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to time. The Adviser's duties hereunder are subject to the following understandings:

(a) The Adviser shall provide supervision of investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash;

(b) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, By-Laws, Registration Statement and the terms and conditions of the order of exemption under the 1940 Act of the Securities and Exchange Commission (IC Release No. 23492) (October 20, 1998) granted pursuant to the Second Amended and Restated Application No. 812-10662, and with the instructions and directions of the Board, provided, however, the Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Adviser; and the Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations;

(c) The Adviser shall promptly communicate to the officers and Trustees of the Trust such information relating to transactions of the Funds as they may reasonably request. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients;

(d) The Adviser shall maintain books and records with respect to the Trust's securities transactions and shall render to the Board such periodic and special reports as the Board may reasonably request;

(e) The Adviser shall provide the Trust with a list of all securities transactions as reasonably requested by the Trust;

(f) The investment advisory services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others; and

(g) The Adviser shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities required for a Fund Deposit for each Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust's Custodian with respect to such designation).

3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE COMMISSIONS. The Adviser, subject to and in accordance with any directions which the Board may issue from time to time, shall place, in the name of the Trust, orders for the execution of the securities transactions in which any Fund is authorized to invest. When placing such orders, the primary objective of the Adviser shall be to obtain the best net price and execution ("best execution") for the Trust but this requirement shall not be deemed to obligate the Adviser to place any order solely on the basis of obtaining the lowest commission rate if the other standards set forth in this section have been satisfied. The Trust recognizes that there are likely to be many cases in which different brokers are equally able to provide such best execution and that, in selection among such brokers with respect to particular trades, it is desirable to choose those brokers who furnish "brokerage and research services" (as defined in Section 28(e)(3) of the Securities and Exchange Act of 1934) or statistical quotations and other information to the Trust and/or the Adviser in accordance with the standards set forth below. Moreover, to the extent that it continues to be lawful to do so and so long as the Board determines as a matter of general policy that the Trust and the respective Funds will benefit, directly or indirectly, by doing so, the Adviser may place orders with a broker who charges a higher commission than another broker would have charged for effecting that transaction, provided that the excess commission is reasonable in relation to the value of brokerage and research services provided by that broker. Accordingly, the Trust and the Adviser agree that the Adviser shall select brokers for the execution of any Fund's securities transactions from among:

a. Those brokers and dealers who provide brokerage and research services, or statistical quotations and other information to the Trust, specifically including the quotations necessary to determine the Trust's net assets, in such amount of total brokerage as may reasonably be required in light of such services.

b. Those brokers and dealers who provide brokerage and research services to the Adviser which relate directly to portfolio securities, actual or potential, of the Trust, or which place the Adviser in a better position to make decisions in connection with the management of the Trust's assets, whether or not such data may also be useful to the Adviser in managing other portfolios or advising other clients, in such amount of total brokerage as may reasonably be required.

The Adviser agrees that no investment decision will be made or influenced by a desire to provide brokerage for allocation in accordance with the foregoing, and that the right to make such allocation of brokerage shall not interfere with the Adviser's primary duty to obtain the best execution for the Trust.

4. BOOKS AND RECORDS. The Adviser shall keep the Trust's books and records required to be maintained by it pursuant to paragraph 2(d) hereof. The Adviser agrees that all records which it maintains for the Trust are the property of the Trust and it shall surrender promptly to the Trust any of such records upon the Trust's request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Securities and Exchange Commission (the "Commission") under the 1940 Act any such records as are required to be maintained by Rule 31a-1(f) of the Commission under the 1940 Act. Nothing herein shall prevent the Adviser from maintaining its own records as required by law, which may be a duplication of the Trust's records.

5. REPORTS TO ADVISER. The Trust agrees to furnish the Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other material prepared for distribution to shareholders of the Trust or the public, which refer in any way to the Adviser, if reasonably practicable ten (10) days prior to use thereof and not to use such material if the Adviser should object thereto in writing within seven (7) days after receipt of such material; provided, however, that the Adviser hereby approves all uses of its name which merely refer in accurate terms to its appointment as investment adviser hereunder, which merely identifies the Trust, or which are required by the Commission or a state securities commission. In the event of termination of this Agreement, the Trust shall, on written request of the Adviser, forthwith delete any reference to the Adviser from any materials described in the preceding sentence. The Trust shall furnish or otherwise make available to the Adviser such other information relating to the business affairs of the Trust as the Adviser at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

6. PROXIES. Unless the Trust gives written instructions to the contrary, the Adviser shall vote or not vote all proxies solicited by or with respect to the issuers of securities in which assets of any Fund may be invested. The Adviser shall use its best good faith judgment to vote or not vote such proxies in a manner which best serves the interests of the Trust's shareholders.

7. EXPENSES. During the term of this Agreement, the Adviser shall pay all of its own expenses incurred by it in connection with its activities under this Agreement and each

Fund of the Trust shall bear all expenses that are incurred in its operations not specifically assumed by the Adviser.

Expenses borne by each Fund will include but not be limited to the following (or the Fund's proportionate share of the following): (a) brokerage commissions relating to securities purchased or sold by the Fund or any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Fund by the Trust's administrator; (c) expenses of organizing the Trust and the Fund; (d) fees and expenses of registering and maintaining the registration of the Fund's shares and the Trust under federal securities laws and making and maintaining any notice filings required under any state securities laws; (e) fees and salaries payable to the Trust's Trustees and officers who are not officers or employees of the Adviser or any underwriter of the Trust; (f) taxes (including any income or franchise taxes) and governmental fees; (g) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (h) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust or the Fund for violation of any law; (i) legal, accounting and auditing expenses, including legal fees of special counsel for the independent Trustees, if any; (j) charges of custodians, transfer agents and other agents; (k) costs of preparing share certificates (if any); (l) expenses of setting in type and printing prospectuses and Statements of Additional Information and supplements thereto for existing shareholders, reports and statements to shareholders and proxy material; (m) any extraordinary expenses (including fees and disbursements of counsel) incurred by the Trust or the Fund; and (n) fees and other expenses incurred in connection with membership in investment company organizations.

8. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in this Agreement, the Trust shall pay to the Adviser such compensation as is designated in Exhibit A to this Agreement, so long as the Adviser has not waived all or a portion of such compensation.

9. LIMITATION OF ADVISER'S LIABILITY. In the absence of (a) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (b) reckless disregard by the Adviser of its obligations and duties hereunder, or (c) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case, any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject to any liability whatsoever to the Trust, or to any shareholder of the Trust, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Trust.

10. DURATION AND TERMINATION.

(a) This Agreement shall become effective with respect to each Initial Fund on the date hereof, or, with respect to any Additional Fund on the date of the written notification specified in Section 1(b). This Agreement, unless sooner terminated as provided herein, shall continue for each Fund for one year following the effective date of this Agreement with respect to the Fund, and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting such approval, and (b) by the Board or by vote of a majority of the outstanding voting securities of the Fund in accordance with the provisions of the 1940 Act.

(b) This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board or by the majority vote of either the entire Board or by vote of a majority of the outstanding voting securities of the Fund (in accordance with the provisions of the 1940 Act) on 60 days' written notice to the Adviser. This Agreement may also be terminated by the Adviser on 90 days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

11. CHOICE OF LAW. This Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts and any applicable federal law.

12. LIMITATION OF LIABILITY. The Declaration of Trust dated June 10, 1998, establishing the Trust, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name The Select Sector SPDR(R) Trust means the Trustees from time to time serving (as Trustees but not personally) under such Declaration of Trust. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the due execution hereof as of the date first above written.

Attest:                                  THE SELECT SECTOR SPDR(R) TRUST

By:    /s/ Stephanie M. Nichols          By:     /s/ Mary Moran Zeren
   ----------------------------------       ----------------------------------
                                                 Mary Moran Zeren
                                         -------------------------------------
                                         (Name)
                                                     Secretary
                                         -------------------------------------
                                         (Title)

Attest:                                  SSGA FUNDS MANAGEMENT, INC.

By:         /s/ Mark Duggan              By:      /s/ Agustin J. Fleites
   ----------------------------------       ----------------------------------
                                                   Agustin J. Fleites
                                         -------------------------------------
                                         (Name)
                                                       Principal
                                         -------------------------------------
                                         (Title)

                                                         Annual percentage of
                                                           average daily net
                  Fund                                           assets
THE MATERIALS SELECT SECTOR SPDR FUND                            .05%
THE CONSUMER DISCRETIONARY SELECT SECTOR SPDR FUND               .05%
THE CONSUMER STAPLES SELECT SECTOR SPDR FUND                     .05%
THE HEALTH CARE SELECT SECTOR SPDR FUND                          .05%
THE ENERGY SELECT SECTOR SPDR FUND                               .05%
THE FINANCIAL SELECT SECTOR SPDR FUND                            .05%
THE INDUSTRIAL SELECT SECTOR SPDR FUND                           .05%
THE TECHNOLOGY SELECT SECTOR SPDR FUND                           .05%
THE UTILITIES SELECT SECTOR SPDR FUND                            .05%

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 8 to the registration statement on Form N-1A (the "Registration Statement") of our report dated November 20, 2003, relating the financial statements and financial highlights appearing in the September 30, 2003 Annual Report to Shareholders of each of the funds comprising The Select Sector SPDR Trust, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "General Information" and "Financial Highlights" in the Prospectus and under the heading "Counsel and Independent Auditors" in the Statement of Additional Information.

/s/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Boston, Massachusetts
January 28, 2004

STATE STREET GLOBAL ADVISORS

SSGA FUNDS MANAGEMENT, INC.

CODE OF ETHICS

AUGUST 2003

[STATE STREET GLOBAL ADVISORS LOGO]

I.    Introduction................................................         1

II.   Applicability...............................................         1

III.  Key Definitions.............................................         2

        Beneficial Ownership......................................         2
        Covered Securities........................................         2

IV.   Pre-Clearance of Personal Securities Transactions...........         3

V.    Restrictions................................................         4

        Blackout Periods..........................................         4
        Initial Public Offerings and Private Placements...........         4
        Short-Term Trading and Other Restrictions.................         4

VI.   Reporting Requirements......................................         5

VII.  Standard of Conduct.........................................         7

        Personal Trading..........................................         7
        Protecting Confidential Information.......................         8
        Gifts and Entertainment...................................         9
        Service as a Director/Outside
        Employment and Activities.................................         9

VIII. Sanctions...................................................        10

[STATE STREET GLOBAL ADVISORS LOGO]
SSgA FUNDS MANAGEMENT, INC.

I. INTRODUCTION

The Code of Ethics (the "Code") is designed to reinforce State Street Global Advisors' ("SSgA's")/SSgA Funds Management, Inc.'s ("SSgA FM's") reputation for integrity by avoiding even the appearance of impropriety in the conduct of our business. The Code sets forth procedures and limitations which govern the personal securities transactions of every SSgA/SSgA FM employee.

SSgA/SSgA FM and our employees are subject to certain laws and regulations governing personal securities trading. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws.

Employees should be aware that they may be held personally liable for any improper or illegal acts committed during their course of employment, and that "ignorance of the law" is not a defense. Employees may be subject to civil penalties such as fines, regulatory sanctions including suspensions, as well as criminal penalties.

Employees must read the Code and comply with it. Failure to comply with the provisions of the Code may result in serious sanctions including, but not limited to: disgorgement of profits, dismissal, substantial personal liability and referral to law enforcement agencies or other regulatory agencies. Employees should retain the Code in their records for future reference. Any questions regarding the Code should be directed to the Compliance and Risk Management Group.

General Principles

Each SSgA/SSgA FM employee is responsible for maintaining the very highest ethical standards when conducting business. More specifically, this means:

- Each employee has a duty at all times to place the interests of our clients first;

- All personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or other abuse of the employee's position of trust and responsibility; and

- No employee should take inappropriate advantage of his/her position or engage in any fraudulent or manipulative practice with respect to our clients' accounts.

II. APPLICABILITY

SSgA/SSgA FM Employees

This Code is applicable to all SSgA and SSgA FM employees. This includes full-time, part-time, benefited and non-benefited, and exempt and non-exempt employees. Additionally, each new employee's offer letter will include a copy of the Code of Ethics and a statement advising the individual that he/she will be subject to the Code of Ethics if he/she accepts the offer of employment. If, outside the U.S., due to local employment practices it is necessary to modify this approach then the offer letters will be revised in accordance with local law.

Family Members and Related Parties

The Code applies to the accounts of the employee, his/her spouse or domestic partner, his/her minor children, his/her adult children living at home, and any relative, person or entity for whom the employee directs the investments. Joint accounts will also need to be included if a SSgA/SSgA FM employee is one of the joint account holders.

Contractors and Consultants

Each SSgA/SSgA FM contractor/consultant/temporary employee contract will include the Code as an addendum, and each contractor/consultant/temporary employee will be required to sign an acknowledgement that he/she has read the Code and will abide by it except for the pre-clearance and reporting provisions.

Investment Clubs

An employee who is a member of an investment club is subject to the pre-clearance and reporting requirements of the Code with respect to the transactions of the investment club. Additionally, memberships in Investment Clubs will require prior approval of the Compliance and Risk Management Group.

III. KEY DEFINITIONS

BENEFICIAL OWNERSHIP

For purposes of the Code, "beneficial ownership" shall be interpreted in the same manner as it would be in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 ("Exchange Act") in determining whether a person is subject to the provisions of Section 16 under the Exchange Act and the rules and regulations thereunder.

COVERED SECURITIES

For purposes of the Code, "Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940 ("1940 Act"). This definition of "Security" includes, but is not limited to: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement, any put, call, straddle, option or privilege on any Security or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency. Further, for the purpose of the Code, "Security" shall include any commodity contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

Covered securities will also include single stock futures and both the U.S. Securities and Exchange Commission ("SEC") and Commodity Futures Trading Commission ("CFTC") regulated futures.

"Security" shall NOT include direct obligations of the government of the United States or any other sovereign country or supra-national agency, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, shares issued by an open-end investment company registered under the 1940 Act (e.g., open-end

mutual funds) variable and fixed insurance products, interests in IRC Section 529 plans, and certain ETFs (as determined by Compliance).

IV. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

Unless the investment type is exempted for pre-clearance purposes, all employees must request and receive pre-clearance prior to engaging in the purchase or sale of a security. Although a request may need to be pre-cleared, it may be subject to the de minimis exception which would permit the trade to be automatically pre-approved due to its size. All pre-clearance requests will be made by submitting a Pre-clearance Request Form to the Equity or Fixed Income Trading Desk. Request Forms are available on the Code of Ethics Intranet Site.

Pre-clearance approval is only good until midnight local time of the day when approval is obtained. "Good-till-cancelled" orders are not permitted. "Limit" orders must receive pre-clearance every day the order is open.

As there could be many reasons for pre-clearance being granted or denied, employees should not infer from the pre-clearance response anything regarding the security for which pre-clearance was requested.

De Minimis Exception

Employee transactions effected pursuant to the de minimis exception remain subject to the pre-clearance and reporting requirements of the Code. A "de minimis transaction" is a personal trade that, when client orders are pending, meets the following conditions: A transaction of less than US $20,000 or the local country equivalent, 2,000 shares or units, and not more than 1% of the average daily trading volume in the security for the preceding 5 trading days.

Exempted Securities

Pre-clearance by employees is not required for the following transactions:

- Transactions made in an account where the employee pursuant to a valid legal instrument has given investment discretion to an unaffiliated/unrelated third party;

- Purchases or sales of direct obligations of the government of the United States or other sovereign government or supra-national agency, high quality short-term debt instruments, bankers acceptances, certificates of deposit ("CDs"), commercial paper, repurchase agreements, and securities issued by open-end investment companies (e.g., mutual funds);

- Automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance);

- Reinvestments in dividend investment plans;

- Purchases or sales of broad-based stock indices;

- Purchases or sales of variable and fixed insurance products and U.S. Internal Revenue ("IRS") Code Section 529 plans;

- Exercised rights, warrants or tender offers;

- General obligation municipal bonds, transactions in ESOPs, Share Builder and similar services, and exchange traded funds; and

- Securities received via a gift or inheritance.

State Street Stock

Any discretionary purchase or sale of State Street stock, including shares in a 401(k) plan, needs to be pre-cleared subject to the de minimis requirements. This does not affect the current policy where an employee may trade SSC stock or exercise options obtained pursuant to employee compensation plans on a specific day pursuant to SSC corporate policy.

V. RESTRICTIONS

BLACKOUT PERIODS

Subject to the de minimis exception, employees may not trade in a covered security on any day that a client has a pending buy or sell order in the same covered security.

In addition, subject to the de minimis exception, an employee may not buy or sell a security that a client account/fund has traded within 7 calendar days on either side of the fund's or other account's execution date.

INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS

Employees are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering ("IPO"). There is an exception for a situation where the spouse/domestic partner of an employee, with prior written disclosure to and written approval from a Senior Compliance Officer in the officer where the staff member is principally employed, could acquire shares in an IPO of his/her employer.

In addition, employees are prohibited from purchasing securities in a private offering unless the purchase is approved in writing by a Compliance Officer. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

SHORT-TERM TRADING AND OTHER RESTRICTIONS

The following restrictions apply to all securities transactions by employees:

- Short-Term Trading. Employees are prohibited from profiting from the purchase and sale or sale and purchase of the same securities within sixty
(60) calendar days.

- Excess Trading. While active personal trading may not in and of itself raise issues under applicable laws and regulations, we believe that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio

transactions. Accordingly, an unusually high level of personal trading activity is strongly discouraged and may be monitored by the Compliance and Risk Management Group to the extent appropriate for the category of person, and a pattern of excessive trading may lead to the taking of appropriate action under the Code.

- Front Running. Employees may not engage in "front running," that is, the purchase or sale of securities for their own accounts on the basis of their knowledge of SSgA's/SSgA FM's trading positions or plans.

- Material Nonpublic Information. Employees possessing material nonpublic information regarding any issuer of securities must refrain from purchasing or selling securities of that issuer until the information becomes public or is no longer considered material.

- Scalping. Employees may not engage in "scalping", that is, the purchase or sale of securities for their own accounts on the basis of knowledge of clients' trading positions or plans.

VI. REPORTING REQUIREMENTS

All Securities are subject to the reporting requirements of the Code except the following:

- Direct Obligations of any sovereign government or supra-national agency;

- Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

- Shares issued by open-end mutual funds;

- Reinvestments in dividend investment plans;

- Variable and fixed insurance products and IRC Code Section 529 plans; and

- Exchange traded funds or any equivalents in local non-US jurisdictions, as determined by the local Legal and Compliance Officers and approved by the local Managing Director, the CEO of SSgA and the SSgA Chief Compliance Officer.

IRC 401(k) plans are also exempt from the reporting requirements except: (i) self-directed brokerage accounts and (ii) investments in State Street stock. Employees must report holdings of or transactions in ESOPs or pension or retirement plans if they have a direct or indirect beneficial ownership interest in any covered securities held by the plan.

Additionally, securities received via a gift or inheritance are required to be reported, but are not subject to the pre-clearance requirements of the Code.

a. Initial Holdings Reports

Within ten (10) days of being hired by SSgA/SSgA FM, each employee must provide the Compliance and Risk Management Group with a statement of all securities holdings and brokerage accounts. More specifically, each employee must provide the following information:

- The title, number of shares and principal amount of each Security in which the employee had any direct or indirect beneficial ownership when the person became an employee;

- The name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of the employee as of the date the person became an employee; and

- The date the report is submitted by the employee.

b. Duplicate Statements and Confirmations

Upon SSgA/SSgA FM employment and for any accounts opened during employment, an employee must instruct his/her broker-dealer, trust account manager or other entity through which he/she has a securities trading account to send directly to our Compliance and Risk Management Group:

- Trade confirmation summarizing each transaction; and

- Periodic statements.

This applies to all accounts in which an employee has a beneficial interest. A sample letter with the Compliance address is located as an exhibit to the Code.

c. Quarterly Transaction Reports

Each employee is required to submit quarterly his/her Quarterly Securities Report within ten (10) days of each calendar quarter end to the Compliance and Risk Management Group. The form for making this report will be provided to each employee on a quarterly basis.

Specific information to be provided includes:

1. With respect to any transaction during the quarter in a Security in which any employee had any direct or indirect Beneficial Ownership:

- The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;

- The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition);

- The price of the Security at which the transaction was effected;

- The name of the broker, dealer or bank with or through which transaction was effected; and

- The date that the report is submitted by the employee.

2. With respect to any account established by the employee in which any securities were held during the quarter for the direct or indirect benefit of the employee:

- The name of the broker, dealer, or bank with whom the employee established the account;

- The date the account was established; and

- The date the report is submitted by the employee.

d. Annual Holdings Reports

Each employee is required to submit annually a list of holdings, which is current as of a date no more than thirty (30) days before the report is submitted. In addition, each employee is required to certify annually that he/she has reviewed and understands the provisions of the Code. The forms for making these reports will be provided to each employee on an annual basis.

Specific information to be provided includes:

- The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect beneficial ownership;

- The name of any broker, dealer or bank with whom the employee maintains an account in which any securities are held for the direct or indirect benefit of the employee; and

- The date that the report is submitted by the employee.

VII. STANDARD OF CONDUCT

PERSONAL TRADING

All State Street employees, including SSgA/SSgA FM employees, are required to follow the provisions outlined in State Street Corporation's Corporate Standard of Conduct. The Standard of Conduct includes a policy on Personal Trading which all State Street employees must follow in addition to any additional personal trading policies implemented by their business areas. The policy includes the following list of provisions:

- Employees will not buy or sell securities (or recommend their purchase or sale) based upon "inside information."

- Employees will not sell State Street securities short.

- Employees will not engage in options trading or hedging transactions in State Street securities.

- Employees will not sell the securities of a customer short when we, as individual employees, are directly responsible for providing services to that customer.

- Employees will not buy options in the securities of a customer (unless conducted as part of a hedging strategy) when we, as individual employees, are directly responsible for providing services to that customer.

- Employees will not purchase securities of an issuer when State Street is involved in the underwriting or distribution of the securities.

- Employees will not buy or sell securities based upon our knowledge of the trading position or plans of State Street or a customer.

- Employees will not buy or sell securities based upon anticipated research recommendations. (Employees are required to wait at least 3 business days following public dissemination of a recommendation made by State Street prior to making a person trade. Some business units may impose a longer restriction period.)

- Employees will not use their influence as State Street employees to accept preferential treatment from an issuer or broker with respect to an investment opportunity, nor from a broker with respect to the fees charged in relation to conducting a personal securities transaction.

- Employees will not originate a rumor not participate in the circulation of one concerning any publicly traded security, particularly the securities of State Street or any customer of State Street.

- Employees allow trading of customer accounts and for State Street's own account to precede personal trades of the personal trades could affect the market price of a security.

- Employees will not invest in the securities of a supplier or vendor to State Street, if they as individual employees, have substantial responsibility for representing State Street in its relationship with that firm.

PROTECTING CONFIDENTIAL INFORMATION

Employees may receive information about SSgA/SSgA FM, State Street Bank & Trust Company, State Street Corporation, their clients and other parties that, for various reasons, should be treated as confidential. All employees are expected to strictly comply with measures necessary to preserve the confidentiality of the information.

Insider Trading and Tipping

The misuse of material nonpublic information, or inside information, constitutes a fraud under the securities laws of the United States and many other countries. Fraudulent misuse of inside information includes buying or selling securities while in possession of material nonpublic information for an employee or employee-related account, a proprietary account or for the account of any client. Fraudulent misuse of inside information also includes disclosing or tipping such information to someone else who then trades on it, or using such information as a basis for recommending the purchase or sale of a security. Information is material when it has market significance and there is a likelihood that a reasonable investor would consider the information important in deciding whether to buy or sell the securities of the company involved. It is nonpublic if it has not been broadly disseminated.

In no event may any employee who receives inside information use that information to trade or recommend securities affected by such information for personal benefit, the benefit of SSgA/SSgA FM or any affiliate or the benefit of a third party. More specifically:

- No employee may, while in possession of inside information affecting a security, purchase or sell such security for the account of such employee, a client or any other person or entity.

- No employee may disclose inside information to any person outside of SSgA/SSgA FM. However, discussions with legal counsel and disclosures authorized by the client in furtherance of a related project or transaction are permitted.

- No employee may recommend or direct the purchase or sale of a security to anyone while in the possession of inside information, however obtained.

GIFTS AND ENTERTAINMENT

All employees are required to follow the Corporate Standard of Conduct's Gifts and Entertainment Policy. The policy includes the following provisions:

- Employees should avoid any excessive or disreputable entertainment that would reflect unfavorably on State Street;

- Employees do not offer or accept cash or its equivalent as a gift;

- Employees recognize that promotional gifts such as those that bear the logo of a company's name or that routinely are made available to the general public are generally acceptable business gifts;

- Employees fully, fairly and accurately account on the books and records of State Street for any expense associated with a gift or entertainment; and

- Employees do not accept any gift or bequest under a will or trust from a customer of State Street.

For purposes of the SSgA/SSgA FM Code, the gifts and entertainment limit will be $250.00 or the local equivalent. In order for an employee to accept a gift above the limit, he/she must obtain prior written approval from his/her manager and provide a copy of the approval to the Chief Compliance Officer.

SERVICE AS A DIRECTOR/OUTSIDE EMPLOYMENT AND ACTIVITIES

All employees are required to comply with the Corporate Standard of Conduct's Conflicts from Outside Activities Policy. The policy includes the following provisions:

- Employees are to avoid any business activity, outside employment or professional service that competes with State Street or conflicts with the interests of State Street or its customers.

- An employee is required to obtain the approval of his/her Area Executive before becoming a director, officer, employee, partner or sole proprietor of a "for profit" organization. The request for approval should disclose the name of the organization, the nature of the business, whether any conflicts of interest could reasonably result from the association, whether fees, income or other compensation will be earned and whether there are any relationships between the organization and State Street. The request for approval along with the preliminary approval of the Area Executive is subject to the final review and approval of the State Street General Counsel.

- Employees do not accept any personal fiduciary appointments such as administrator, executor or trustee other than those arising from family or other close personal relationships.

- Employees do not use State Street resources, including computers, software, proprietary information, letterhead and other property in connection with any employment or other activity outside of State Street.

- Employees disclose to their Area Executive any situation that could present a conflict of interest or the appearance of a conflict with State Street and discuss how to control the risk.

When completing their annual certification acknowledging receipt and understanding of the Code of Ethics, SSgA/SSgA FM employees will be asked to disclose all outside affiliations. Any director/trustee positions with public companies or companies likely to become public are prohibited without prior written approval of the Department Head and/or Managing Director, Chief Compliance and Risk Management Officer, SSgA CEO, and State Street's General Counsel.

VIII. SANCTIONS

Upon discovering a violation of this Code, its policies or procedures, the Code of Ethics Review Committee may impose such sanctions as it deems appropriate, including, among other things, the following:

- A letter of censure to the violator;

- A monetary fine levied on the violator;

- Suspension of the employment of the violator;

- Termination of the employment of the violator;

- Civil referral to the SEC or other civil regulatory authorities determined by the Adviser or other appropriate entity; or

- Criminal referral - determined by the Adviser or other appropriate entity.

Examples of possible sanctions include, but are not limited to:

- A warning letter, with a cc: to the employee's manager, for a first time pre-clearance or reporting violation;

- Monetary fines and disgorgement of profits when an employee profits on the purchase of a security he/she should not purchase; and

- Recommendation for suspension or termination if an employee is a serial violator of the Code.

Appeals Process

If an employee decides to appeal a sanction, he/she should contact Human Resources.

POWER OF ATTORNEY

The undersigned Trustee of Select Sector SPDR Trust (the "Trust") hereby constitutes and appoints Mary Moran Zeven and Stephanie M. Nichols, each of them with full powers of substitution, as his true and lawful attorney-in-fact and agent to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC"') under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revokes any Powers of Attorney previously granted with respect to the Trust concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 23rd day of January, 2004.

/s/Agustin J. Fleites
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Agustin J. Fleites

POWER OF ATTORNEY

The undersigned Officer of Select Sector SPDR Trust (the "Trust") hereby constitutes and appoints Mary Moran Zeven and Stephanie M. Nichols, each of them with full powers of substitution, as his true and lawful attorney-in-fact and agent to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC"') under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revokes any Powers of Attorney previously granted with respect to the Trust concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 23rd day of January, 2004.

/s/Michael P. Riley
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Michael P. Riley

SECRETARY'S CERTIFICATE

I, Mary Moran Zeven, Secretary of the Select Sector SPDR(R)Trust (the "Trust"), hereby certify that the following resolution was approved by a majority of the Board of Trustees of the Trust at a meeting held on November 17, 2003:

RESOLVED, that Stephanie M. Nichols and Mary Moran Zeven be, and each of them hereby is, authorized to execute and sign on behalf of Donald A. Gignac, as President of the Trust, and Michael P. Riley, as Treasurer and CFO of the Trust, all amendments to the Trust's Registration Statement on Form N-1A pursuant to powers of attorney from Donald A. Gignac and Michael P. Riley.

In witness whereof, I have hereunto set my hand this January 21, 2004.

/s/ Mary Moran Zeven
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Mary Moran Zeven
Secretary