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                                                                    EXHIBIT 3.11
 
                 AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
                                COLLECTIVE TRUST

                  FIRST AMENDED AND RESTATED FUND DECLARATION

                          STRUCTURED PORTFOLIO SERVICE


          Pursuant to Article III of the Declaration of Trust, dated December 5,
1991 (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 January 1, 1999 State Street hereby amends and
restates the Fund Declaration dated September 5, 1995 of the Structured
Portfolio Service (the "Portfolio Service") constituting of three separate
portfolios, each of which shall constitute a separate Fund established pursuant
to the Declaration of Trust.  The holder of an interest in the Portfolio Service
shall have no rights as such, other than the rights of a holder of the separate
portfolio.  The provisions of the Collective 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 subject to the additional terms and conditions
set forth in this Fund Declaration.  Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Declaration of Trust.

          1.   Investment Objective.  the purpose of the Portfolio Service is to
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provide investment diversification by offering three distinct portfolios,
conservative, moderate and aggressive, each with a different investment strategy
and different risk and reward characteristics.  The conservative portfolio will
place an emphasis on shorter-term and fixed-income securities and is intended
for investors with lower risk tolerance who seek returns based primarily on
higher current investment income.  The moderate portfolio will take a more
balanced approach (in comparison to the conservative portfolio) and is intended
for investors who seek returns based upon relatively stable investment income
but who also desire an increased potential for growth.  The aggressive portfolio
will place an emphasis on stocks and is intended for investors who have a higher
degree of risk tolerance and who seek capital appreciation.

          2.   Investment Guidelines and Restrictions.  The Portfolio Service
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will provide investment diversification by utilizing seven of the Program's
Funds:  the Stable Asset Return Fund, the Intermediate Bond Fund, the Value
Equity Fund, the Growth Equity Fund, the Index Equity Fund, the Aggressive
Equity Fund and the International Equity Fund (collectively, the "Investment
Funds").  The conservative, moderate and aggressive portfolios will be allocated
among the Investment Funds in the following percentages:
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      Conservative:                                   
                                                      
      Stable Asset Return Fund................. 30%   
      Intermediate Bond Fund................... 35%   
      Value Equity Fund........................  7%   
      Growth Equity Fund.......................  7%   
      Index Equity Fund........................ 14%   
      International Equity Fund................  7%   
                                                      
      Moderate:                                       
                                                      
      Stable Asset Return Fund................. 10%   
      Intermediate Bond Fund................... 30%   
      Value Equity Fund........................ 11%   
      Growth Equity Fund....................... 11%   
      Index Equity Fund........................ 23%   
      International Equity Fund................ 15%   
                                                      
      Aggressive:                                     
                                                      
      Stable Asset Return Fund................. 15%   
      Intermediate Bond Fund................... 15%   
      Value Equity Fund........................ 15%   
      Growth Equity Fund....................... 30%   
      Index Equity Fund........................  5%   
      International Equity Fund................ 20%    

          Allocations among the Investment Funds will be readjusted on the first
business day of each month to maintain these percentages and allocations may
vary from the above percentages between adjustment dates.

          3.   Value of Units in each Portfolio.  the initial value of a Unit in
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each portfolio of the Portfolio Service was $10.00 for the conservative
portfolio, $10.00 for the moderate portfolio and $10.00 for the aggressive
portfolio on September 5, 1995.  Units of each portfolio in the Portfolio
Service will be represented by the aggregate values of the Units of the
Investment Funds held by such portfolio as determined in accordance with Article
IV of the Declaration of Trust.

          4.   Restrictions on Withdrawals and Transfers.  There are no
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restrictions on withdrawal and transfer.  Units in each portfolio of the
Portfolio Service may be withdrawn on any Business Day.

          5.   Conflicts.  In the event of a conflict between the terms of this
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document and the Declaration of Trust, the Declaration of Trust shall control
unless the 
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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 b signed to this Amended and Restated Fund Declaration for the Portfolio
Service by its proper officer as of January 1, 1999.



ATTEST:                            STATE STREET BANK AND TRUST
                                    COMPANY



By: /s/ Gary E. Jenkins            By: /s/ Nancy P. Antin
   ___________________________        _______________________________
   Name:  Gary E. Jenkins             Name:  Nancy P. Antin
   Title:  Vice President             Title:  Vice President