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                                                                     EXHIBIT 3.4



                 AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
                               COLLECTIVE TRUST

                 SECOND 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 of
the date hereof, 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 April 12, 1996 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
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Fund is to achieve a total return from current income and capital appreciation
by investing in a diversified portfolio of fixed-income securities.  A portion
of the assets of the Fund, approximately 2/3 (but subject to variations based on
the performance of this portion of the Fund), will be actively managed,
investing in debt securities with a portfolio duration generally from 3 to 6
years.  The actively managed portion will seek to achieve, over an extended
period of time, total returns comparable or superior to broad measures of the
domestic bond market.  The remaining portion of the assets of the Fund,
approximately 1/3 (but subject to variations based on the performance of this
portion of the Fund), the index portion, will seek to replicate the Lehman
Brothers Government/Corporate Bond Index (the "LB Bond Index").

          2.   Investment Guidelines and Restrictions.  The actively managed
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portion of 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 
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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). The index
portion of the Fund will be invested so as to track the LB Bond Index. The
securities of foreign issuers may be held by the Fund directly or indirectly
through American Depository Receipts or European Depository 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.  The Trustee, subject to consultation with ABRA, may in the
future review such investment policy.

          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 oil, gas or mineral leases;
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          (h)  purchase any security on margin or borrow money, except for
               short-term credit necessary for clearance of securities
               transactions; or

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

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

          4.   Restrictions on Withdrawals and Transfers.  There are no
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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
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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 and Initial Investments in Registered
               ---------------------------------------------------------
Investment Companies.  The Trustee has determined that until a minimum level of
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assets have been allocated to the Fund, in order to provide for efficient
investment of the Fund's assets, at inception, the assets of the Fund will be
invested in registered investment companies.  It is anticipated that, after a
minimum level of assets has been allocated to each respective portion of the
Fund, such portion will be managed as a separate collective trust portfolio by
the Trustee.

     The Trustee will monitor the performance of the registered investment
companies in which the Fund is invested in light of the Fund's investment
objective to determine whether the continued investment by the Fund in such
registered investment companies is appropriate.  If the Trustee concludes that
the investment objectives or performance of such registered investment companies
are no longer consistent with those of the Fund, the Trustee may transfer a
portion of or all the assets of the Fund that are invested in such registered
investment companies to other registered investment companies or collective
funds managed by the Trustee that, in light of the investment objectives of the
Fund, the Trustee deems to be more appropriate.

     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 
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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
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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 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
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                            INTERMEDIATE BOND FUND

                 SECOND 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 Aggressive
     Equity, Balanced, Growth Equity, Index Equity,
     Intermediate Bond, International Equity,
     Stable Asset Return and Value Equity Funds                   Rate
     -----------------------------------------------              ----

     First $1.0 billion                                           .15 %   
     Next $1.8 billion                                            .058    
     Over $2.8 billion                                            .025     
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                                  SCHEDULE B

                            INTERMEDIATE BOND FUND

                 SECOND AMENDED AND RESTATED FUND DECLARATION


The Trustee expects to select and enter into an Investment Advisor Agreement for
the Fund with each of the following Investment Advisors, and the Investment
Advisors will be entitled to payment of compensation as specified therein:

                     PACIFIC INVESTMENT MANAGEMENT COMPANY
                          BARCLAY'S GLOBAL INVESTORS