FIRST AMENDMENT TO CUSTODIAN AGREEMENT

         This First Amendment to the Custodian  Agreement (the  "Amendment") is
made as of December 1, 2000, by and between American Express Trust Company (the
"Customer") and The Bank of New York (the "Custodian").

                                   RECITALS

FIRST:  Customer and Custodian have previously entered into a certain Custodian
Agreement  dated as of May 13, 1999 (the "Custodian  Agreement"),  and Customer
and Custodian now wish to amend certain provisions of the Custodian  Agreement,
including certain Schedules thereto.

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

1.   The  reference to "Service  Agreement" in the last sentence of Section I of
     the Custodian  Agreement is hereby  replaced with the words  "Service Level
     Outline".

2.   The  references  to "Appendix I" in the last  sentence of Section I is each
     hereby replaced with the words "Appendix A".

3.   Section 14 of the Custodian Agreement is hereby revised to read as follows:

          This Agreement together with Appendix A and Appendix I attached hereto
          and any Schedules  attached hereto  constitutes  the entire  agreement
          between the Customer and the Custodian  relating to the custody of the
          Accounts' assets.

4.   Schedules I and 11 of the Custodian Agreement is hereby amended as attached
     hereto.

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

6.   The amendments set forth in paragraphs 1, 2 and 3 above, shall be effective
     as of May 13. 1999. The amendments set forth in paragraph 3 above, shall be
     effective as of May 23, 2001.

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

AMERICAN EXPRESS TRUST COMPANY

BY: /s/ Chan Patel
    ----------------
NAME:   Chan Patel
TITLE:  Vice President






THE BANK OF NEW YORK

BY: /s/ Edward G. McGann
    ---------------------
NAME:   Edward G. McGann
TITLE:  Vice President


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