Exhibit 10.2


                 AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
                               COLLECTIVE TRUST

                  FIFTH AMENDED AND RESTATED FUND DECLARATION
                            INTERMEDIATE BOND FUND

          Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust,
dated December 5, 1991, as amended as of July 31, 1995 and as further amended
as July 15, 2002 (the "Declaration of Trust"), which authorizes State Street
Bank and Trust Company as trustee ("State Street" or the "Trustee") of the
American Bar Association Members/State Street Collective Trust (the
"Collective Trust") to amend the Fund Declarations of the investment funds
established under the Collective Trust, effective as of April 1, 2003 State
Street hereby amends and restates the Fund Declaration dated April 17, 2002 of
the Intermediate Bond Fund, an investment fund established under the
Collective Trust (the "Fund"). The provisions of the Declaration of Trust are
incorporated herein by reference. In addition, the Trustee agrees and declares
that it will hold, administer and deal with all money and property received or
purchased by it as Trustee of the Collective Trust on behalf of the Fund
subject to the additional terms and conditions set forth in this Fund
Declaration. Capitalized terms used and not otherwise defined shall have the
meanings set forth in the Declaration of Trust.

          1. Investment Objective. The primary investment objective of the
Fund is to achieve a total return from current income and capital appreciation
by investing in a diversified portfolio of fixed-income securities with a
portfolio duration generally from three and six years. The Fund will seek to
achieve, over an extended period of time, total returns comparable or superior
to broad measures of the domestic bond market.

          2. Investment Guidelines and Restrictions. The Fund will be invested
and reinvested primarily in obligations of the U.S. government and the
agencies and instrumentalities thereof ("U.S. Government Obligations");
corporate debt securities; corporate commercial paper; mortgage and other
asset-backed securities; variable and floating rate debt securities; bank
certificates of deposit, fixed time deposits and bankers' acceptances;
repurchase agreements; obligations of foreign governments or their
subdivisions, agencies and instrumentalities and international agencies or
supranational entities; and foreign currency denominated securities (subject
to a 20% limitation on securities issued by non-U.S. issuers). The securities
of foreign issuers may be held by the Fund directly or indirectly through
American Depositary Receipts or European Depositary Receipts.

          The Fund will seek to maintain a minimum average credit quality
rating of "AA". At least 90% of the Funds total fixed income portfolio will
consist of bonds rated investment grade by a nationally recognized rating
agency. No more than 1% of the fixed income portfolio's non-investment grade
investments will be securities of a single issuer.

          It is the intention of the Trustee not to cause the Fund to invest
in derivative securities, except to the extent set forth in the Prospectus of
the Collective Trust from time to time in effect pursuant to which the Units
of the Fund may be issued. The Trustee, subject to consultation with ABRA, may
in the future review such investment policy.


<PAGE>


          The Fund will not:

          (a)  trade in foreign currency (except transactions incidental to
               the settlement of purchases or sales of securities for the
               Fund);

          (b)  make an investment in order to exercise control or management
               over a company;

          (c)  make short sales, unless the Fund has, by reason of ownership
               of other securities, the right to obtain securities of a kind
               and amount equivalent to the securities sold, which right will
               continue so long as the Fund is in a short position;

          (d)  trade-in commodities or commodity contracts, except futures
               contracts (including options on futures contracts) with respect
               to securities and securities indices for hedging purposes or
               pursuant to the investment policy regarding derivative
               securities referred to above;

          (e)  write uncovered options;

          (f)  purchase real estate or mortgages, provided that the Fund may
               buy shares of real estate investment trusts listed on U.S.
               stock exchanges or reported on Nasdaq National Market if such
               purchases are consistent with the investment objective of the
               Fund;

          (g)  invest in securities of registered investment companies;

          (h)  invest in oil, gas or mineral leases;

          (i)  purchase any security on margin or borrow money, except for
               short-term credit necessary for clearance of securities
               transactions; or

          (j)  make loans, except by (i) the purchase of marketable bonds,
               debentures, commercial paper and similar marketable evidences
               of indebtedness, (ii) engaging in repurchase agreement
               transactions and (iii) making loans of portfolio securities.

          3. Initial Value of Units of the Fund. The initial value of Units of
the Fund was $10.00 on September 5, 1995.

          4. Restrictions on Withdrawals and Transfers. There are no
restrictions on withdrawal and transfer. A Participating Trust may request
withdrawal of any number of Units of the Fund on any Business Day.

          5. Trustee, Management and Administrative Fees. For services
rendered as trustee of the Fund, the Trustee will be entitled to receive
compensation in the amount and at the times set forth in Schedule A attached
hereto.


<PAGE>


          6. Investment Advisors and Initial Investments in Registered
Investment Companies. The Trustee retains the right to appoint Investment
Advisors to assist the Trustee in managing the assets of the Fund. Any such
Investment Advisors shall be designated from time to time in Schedule B
attached hereto, and the Trustee shall enter into investment advisory
agreements with such Investment Advisors setting forth the terms and
conditions (including any volume or percentage limitations applicable to
types, categories or classes of securities) under which any such Investment
Advisors will advise and make recommendations to the Trustee and the
compensation to be paid to such Investment Advisors.

          7. Conflicts. In the event of a conflict between the terms of this
document and the Declaration of Trust, the Declaration of Trust shall control
unless the Declaration of Trust specifically permits the Trustee to vary the
particular provision set forth therein.

          IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused
its name to be signed to this Amended and Restated Fund Declaration for the
Intermediate Bond Fund by its proper officer as of November 14, 2003 to be
effective as of April 1, 2003.

ATTEST:                                         STATE STREET BANK AND TRUST
                                                  COMPANY

By:  /s/ Jessica K. Moore                       By: /s/ Beth Halberstadt
     -------------------------------                --------------------------
     Name:  Jessica K. Moore                        Name:  Beth Halberstadt
     Title: Legal Secretary                         Title: Vice President


<PAGE>


                            INTERMEDIATE BOND FUND

                  FIFTH AMENDED AND RESTATED FUND DECLARATION

                                  SCHEDULE A



     For services rendered to the Intermediate Bond Fund, the Trustee shall be
entitled to receive with respect to the assets of the Fund a Trustee,
Management and Administrative fee, charged at the following annual rates,
which will accrue on a daily basis and will be paid monthly, provided that
such fee shall be reduced by the amount of any fee received by the Trustee
(which for these purposes shall not exceed the amount set forth below) on
account of the investment of any assets of the Fund in any other collective
investment trust maintained by the Trustee:

Aggregate Value of Assets in the Balanced,
Index Equity, Intermediate Bond,
International Equity, Large-Cap Growth
Equity, Large-Cap Value Equity, Mid-Cap
Growth Equity, Mid-Cap Value Equity,
Small-Cap Equity, and Stable Asset
Return Funds                                                  Rate
--------------------------------------------     ------------------------------
First $1.0 billion                                           .156%
Next  $1.8 billion                                           .058
Over  $2.8 billion                                           .025


<PAGE>




                            INTERMEDIATE BOND FUND

                  FIFTH AMENDED AND RESTATED FUND DECLARATION

                                  SCHEDULE B

The Trustee has entered into an Investment Advisor Agreement with the
following entity as Investment Advisor, and such Investment Advisor will be
entitled to payment of compensation as specified therein:

                  PACIFIC INVESTMENT MANAGEMENT COMPANY LLC