SECURITIES LENDING AUTHORIZATION AGREEMENT

Between

THE SELECT SECTOR SPDR^? TRUST
ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B,
SEVERALLY AND NOT JOINTLY,

and

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

				PAGE
1.		DEFINITIONS			1
2.		APPOINTMENT OF STATE STREET			2
3.		SECURITIES TO BE LOANED			3
4.		BORROWERS			3
5.		SECURITIES LOAN AGREEMENTS			4
6.		LOANS OF AVAILABLE SECURITIES			4
7.		DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO LOANED SECURITIES			5
8.		COLLATERAL			6
9.		INVESTMENT OF CASH COLLATERAL AND COMPENSATION			7
10.		FEE DISCLOSURE			8
11.		RECORDKEEPING AND REPORTS			8
12.		STANDARD OF CARE			9
13.		REPRESENTATIONS AND WARRANTIES			9
14.		BORROWER DEFAULT INDEMNIFICATION			11
15.		CONTINUING AGREEMENT AND TERMINATION			12
16.		NOTICES			12
17.		SECURITIES INVESTORS PROTECTION ACT			13
18.		AUTHORIZED REPRESENTATIVES			13
19.		AGENTS			13
20.		FORCE MAJEURE			14
21.		NON-US BORROWERS			14

				PAGE
22.		MISCELLANEOUS			14
23.		COUNTERPARTS			15
24.		MODIFICATION			15
25.		CLIENT NOTIFICATION			15

EXHIBITS AND SCHEDULES

SCHEDULE A (Schedule of Fees)

SCHEDULE B (Funds)

SCHEDULE C (Acceptable Forms of Collateral)

SCHEDULE D (Schedule of Approved Borrowers)

SECURITIES LENDING AUTHORIZATION AGREEMENT

Agreement dated the 28^th day of November, 2007 between THE SELECT SECTOR SPDR^? TRUST, an open-end management investment company, organized as a Massachusetts business trust, on behalf of each of its respective series as listed on Schedule B, severally and not jointly, each a registered management investment company organized and existing under the laws of Massachusetts (the ?Trust?), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (defined below) (collectively ?State Street?), setting forth the terms and conditions under which State Street is authorized to act on behalf of the Trust with respect to the lending of certain securities of the Trust held by State Street as agent, trustee or custodian.

     This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of the Trust as listed on Schedule B to this Agreement (the Trust acting on behalf of each such series, a ?Fund? and collectively, the ?Funds?) as it may be amended by the parties, and no series of the Trust shall be responsible or liable for any of the obligations of any other series of the Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

     NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties hereto does hereby covenant and agree as follows:

1. Definitions. For the purposes hereof:

     (a) ?Authorized Representative? means any individual designated by the Funds in a written notice to State Street as authorized to act on behalf of a Fund with respect to any of the transactions contemplated by this Agreement, and all individuals so designated shall remain authorized representatives until State Street receives a notice revoking such designation.

     (b) ?Available Securities? means the securities of the Funds that are available for Loans pursuant to Section 3.

     (c) ?Borrower? means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.

     (d) ?Collateral? means collateral delivered by a Borrower to secure its obligations under a Securities Loan Agreement.

     (e) ?Investment Manager? when used in any provision, means the person or entity that has discretionary authority over the investment of the Available Securities to which the provision applies.

     (f) ?Loan? means a loan of Available Securities to a Borrower made under a Securities Loan Agreement.

     (g) ?Loaned Security? shall mean any ?security? which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

     (h) ?Market Value? of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.

     (i) ?Replacement Securities? means securities of the same issuer, class and denomination as Loaned Securities.

     (j) ?Securities Loan Agreement? means the agreement between a Borrower and State Street (on behalf of the Funds) that governs Loans, as described in Section 5.

     (k) ?State Street Affiliates? means any entity that directly or indirectly through one or more intermediaries, controls State Street or that is controlled by or is under common control with State Street.

2. Appointment of State Street.

     Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement. State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program. Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program. State Street may take action as agent of the Fund on an undisclosed or a disclosed basis. State Street is also hereby authorized to request a third party bank to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower pursuant to the terms hereof. In connection therewith, State Street may instruct such third party bank to establish and maintain a Borrower?s account and a State Street account wherein all Collateral, including cash, shall be maintained by such bank (as applicable) in accordance with the terms of a form of custodial arrangement which shall also be consistent with the terms hereof.