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").

                     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 1 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 II 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/ Xxxx Xxxxx
    ---------------------------
 NAME:      Xxxx Xxxxx
      -------------------------
 TITLE:     Vice President
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THE BANK OF NEW YORK

 BY:    /s/ Xxxxxx X. XxXxxx
    ---------------------------
 NAME:      Xxxxxx X. XxXxxx
      -------------------------
 TITLE:     Vice President
       ------------------------