AMENDMENT TO CUSTODIAN AGREEMENT
                                     BETWEEN
                         AMERICAN EXPRESS TRUST COMPANY
                                       AND
                              THE BANK OF NEW YORK


This Amendment made as of the 29th day of April, 2003, to the Custody Agreement
dated as of May 13, 1999 by and between American Express Trust Company
(Customer) and The Bank of New York (Custodian) (such Custodian Agreement and
all subsequent amendments hereinafter referred to as the "Custodian Agreement").


                                    RECITALS

WHEREAS:  Customer  and  Custodian  wish  to  amend  certain  provisions  of the
Custodian Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Customer and Custodian agree as follows:

1.   The fourth  sentence of Section 1 of the Custodian  Agreement is revised to
     read as follows:

          Customer  shall  advise  Custodian of each  Account  whose  underlying
          assets are  subject to ERISA;  provided,  however,  that all  Accounts
          identified  on  Schedule  IV  as  American  Express  Trust  collective
          investment funds or American Express Company  retirement plan accounts
          shall  be  considered  subject  to  ERISA,  unless  Customer  provides
          Custodian written notice to the contrary.

2.   Effective  as of the first date  indicated  below,  the second  sentence of
     Section 11 of the Custodian Agreement is hereby revised to read as follows:

          This  Agreement may be amended at any time by mutual  agreement of the
          parties  hereto,  except that (i) the Customer  may,  upon thirty (30)
          days written  notice to Custodian,  amend Schedule IV to add or delete
          any Accounts  subject to the  Agreement,  and (ii) the Custodian  may,
          upon thirty (30) days written  notice to the Customer,  amend Schedule
          II to delete any Sub-Custodian if Custodian  reasonably  believes that
          material  economic,  legal or business changes,  including  securities
          processing   changes,   have   occurred  in  the  market   where  such
          Sub-Custodian operates.

3.   Schedule IV of the Custodian Agreement is amended as attached hereto.



IN WITNESS WHEREOF, each party has caused this Amendment to be executed on its
behalf by its duly authorized officers as of the date first written above. All
other terms of the Custodian Agreement remain in place.


AMERICAN EXPRESS TRUST COMPANY                 THE BANK OF NEW YORK


By:    /s/ Mark Ellis                          By:    /s/ Edward G. McGann
       ----------------------------                   ------------------------
Name:      Mark Ellis                          Name:      Edward G. McGann
       ----------------------------                   ------------------------
Title:     Senior Vice President               Title:     Vice President
       ----------------------------                   ------------------------
Date:      4/29/03                             Date:      4/29/03
       ----------------------------                   ------------------------