AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

                                  AMENDMENT TO
                         INVESTMENT MANAGEMENT AGREEMENT

         This Amendment dated as of January 1, 2001, is to the Investment
Management Agreement made as of October 30, 1992 and subsequently amended and
restated on April 1, 1993, December 6, 1994 and May 15, 1996 (the "Agreement")
by and between Xxxxxxxxx Investment Counsel, Inc., a U.S. registered investment
adviser and Florida corporation (the "Manager") and Templeton Income Trust (the
"Trust") on behalf of Xxxxxxxxx Global Bond Fund.

                                   WITNESSETH:

         WHEREAS, both the Manager and the Trust wish to amend the Agreement;

         WHEREAS, the Manager merged into XXXXXXXXX INVESTMENT COUNSEL, LLC, a
Delaware limited liability company, a successor entity, on January 1, 2001;

         NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:

          1.  The  Manager's name is henceforth to be known as  "Xxxxxxxxx
          Investment Counsel, LLC."

          2. All references to the Manager being a "Florida Corporation" in the
          Agreement  are  hereby changed to a "Delaware limited liability
          company."

     IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.




                                            XXXXXXXXX INVESTMENT COUNSEL, LLC

                                            By:/s/XXXXXXX X. XXXXXXX
                                               ---------------------------




                                            TEMPLETON INCOME TRUST


                                            By:/s/XXXXXXX X. XXXXX
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