Exhibit 10.1


               AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
                               COLLECTIVE TRUST

                  SIXTH AMENDED AND RESTATED FUND DECLARATION

                                 BALANCED 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 July 15, 2002 of
the Balanced 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 investment objective of the Balanced
Fund is to achieve both current income and long-term capital appreciation. The
Balanced Fund will seek to achieve, over an extended period of time, total
returns comparable to or superior to an appropriate combination of broad
measures of the domestic stock and bond markets.

          2. Investment Guidelines and Restrictions. The assets of the Fund
shall be invested and reinvested primarily in publicly traded common stocks
and other equity-type securities, long-term debt securities (including bonds,
notes, debentures, equipment trust certificates, asset-backed securities and
mortgage related securities), and money market instruments, provided that the
Trustee may invest all or any portion of the assets of the Fund in accordance
with Section 3.03(c) of the Declaration of Trust. It is expected that (i) at
least 40%, but not more than 70%, of the assets of the Fund will be invested
in common stocks and other equity-type instruments, including convertible
securities and, (ii) at least 30%, but not more than 60%, of the assets of the
Fund will be invested in nonconvertible debt securities and money market
instruments. Securities of non-U.S. companies may be held by the Fund directly
or indirectly through American Depositary Receipts or European Depositary
Receipts.

          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.


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The Trustee, subject to consultation with ABRA, may in the future review such
investment policy.

          The Fund may invest in any of the money market securities described
in Section 3.03(c) of the Declaration of Trust subject to the following
restrictions, provided that such restrictions shall apply only at the time of
purchase of the securities:

          (a)  commercial paper must be either rated P-1 by Moody's Investors
               Service, Inc. ("Moody's") or at least A-1 by Standard & Poor's
               Corporation ("S&P");

          (b)  master demand notes or variable amount floating rate notes must
               be issued by an issuer that has an outstanding issue of
               unsecured debt that is currently rated at least A by Moody's or
               at least A by S&P; and

          (c)  debt securities with less than one year until maturity must be
               issued or guaranteed by an issuer which is currently rated at
               least A by Moody's or at least A by S&P.

          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 the Nasdaq National Market if
               such purchases are consistent with the investment objective and
               restrictions set forth in this Fund Declaration;

          (g)  invest in the securities of registered invested companies;


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          (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 the Unit value as of December 31, 1991 of the units maintained in
Separate Account No. 100 under Group Annuity Contract No. AC 2550 effective on
August 30, 1984 and issued by The Equitable Life Assurance Society of The
United States to the trustees of the American Bar Association Members
Retirement Trust and the American Bar Association Members Pooled Trust for
Retirement Plans.

          4. Restrictions on Withdrawals. There is no restriction on
withdrawal and transfer. A Participating Trust may request withdrawal of any
number of Units of the Fund on each 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.

          6. Investment Advisors. 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
Advisor 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.


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          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
Balanced 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


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                                 BALANCED FUND

                  SIXTH AMENDED AND RESTATED FUND DECLARATION

                                  SCHEDULE A



          For services rendered to the Balanced 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 fund 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


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                                 BALANCED FUND
                  SIXTH AMENDED AND RESTATED FUND DECLARATION

                                  SCHEDULE B
                                  ----------


The Trustee has entered into Investment Advisor Agreements for the Fund with
the following entities, and such Investment Advisors are entitled to payment
of compensation as specified therein:

                        CAPITAL GUARDIAN TRUST COMPANY
                  MORGAN STANLEY INVESTMENT MANAGEMENT, INC.