AMENDMENT AGREEMENT

                                                                   EXHIBIT (g2)

                               AMENDMENT AGREEMENT


       AMENDMENT AGREEMENT, effective as of May 1, 2002 by and between Portfolio
Partners, Inc., (to be renamed ING Partners, Inc.) a company organized under the
laws of the state of Maryland (the "Company") and Investors Bank & Trust
Company, a Massachusetts trust company ("Investors Bank").

       WHEREAS the Company and Investors Bank entered into a Custodian Agreement
dated December 14, 2001 as amended from time to time (the "Custodian
Agreement"); and

       WHEREAS, the Company and Investors Bank desire to amend the Custodian
Agreement as set forth below.

       NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:

1.      Amendments.

       (a)    Appendix A to the Custodian Agreement is hereby amended by
              deleting such Appendix A in its entirety and replacing it with
              Appendix A attached hereto as Exhibit I.

2.     Miscellaneous.

       (a)    Except as amended hereby, the Custodian Agreement shall remain in
              full force and effect.

       (b)    This Amendment may be executed in two or more counterparts, each
              of which shall be deemed an original, but all of which together
              shall constitute one and the same instrument.

                                  [Remainder of Page Intentionally Left Blank]

INVESTORS BANK & TRUST COMPANY            PORTFOLIO PARTNERS, INC.

By:                                       By:  /s/  Xxxxxx X. Xxxxxxxxxxx
     ------------------------                  -----------------------------

Name:                                     Name:  Xxxxxx X. Xxxxxxxxxxx
     ------------------------                 ------------------------------

Title:                                    Title:  President
      -----------------------                   ----------------------------

                                                                      EXHIBIT I

                                   Appendix A

Series of Portfolio Partners, Inc. (to be renamed ING Partners, Inc.
effective May 1, 2002):

                      MFS Emerging Equities Portfolio

                      MFS Research Growth Portfolio

                      MFS Capital Opportunities Portfolio

                      Xxxxxxx International Growth Portfolio

                      X. Xxxx Price Growth Equity Portfolio

                      Xxxxxxx Xxxxx Capital Growth Portfolio

                      Salomon Brothers Capital Portfolio

                      OpCap Balanced Value Portfolio

                      Xxxxxxx Tactical Asset Allocation Portfolio
                      (to be renamed UBS Tactical Asset Allocation Portfolio)

                      DSI Enhanced Index Portfolio

                      Salomon Brothers Investors Value Portfolio

                      Xxxxx Growth Portfolio

                      Xxxxx Aggressive Growth Portfolio

                      JPMorgan Mid Cap Value

                      Baron Small Cap Growth

                      Xxx Xxxxxx Xxxxxxxx

                      MFS Global Growth

                      PIMCO Total Return

                      American Century Small Cap Value