
                                                           EXHIBIT 4.10.2

                         AMENDMENT TO THE
    INVESTORS FIDUCIARY TRUST COMPANY INVESTMENT SAVINGS PLAN


     THIS AMENDMENT, made as of February 26, 1996, is made by
Investors Fiduciary Trust Company (herein referred to as the
Employer).

     WHEREAS, the Employer heretofore established the Investors
Fiduciary Trust Company Investment Savings Plan ("Plan")
effective January 1, 1996 (herein referred to as the Effective
Date); and

     WHEREAS, pursuant to Section 11.1.2 of the Plan, the
Employer reserved the right to amend the Plan;

     WHEREAS, the Employer now desires to amend the Plan
effective January 1, 1996 (herein referred to as the Amendment
Effective Date);

     NOW, THEREFORE, IFTC as Employer and Trustee hereby amends
the Plan in the following respects:

     Section VI, Item A(1) of the Adoption Agreement of the
     Plan shall be amended to exclude any compensation paid
     as a signing bonus or relocation compensation upon
     initial employment with the Employer, separation pay
     and unused vacation pay, stock dividend equivalent
     payments, and earnings from any recognition awards
     programs.

     IN WITNESS WHEREOF, IFTC has caused this amendment to be
executed as of the date first above written.


INVESTORS FIDUCIARY TRUST COMPANY, EMPLOYER AND TRUSTEE


By:  /s/  Thomas J. McCrossan

Title:  President and Chief Executive Officer

