RESIDENTIAL FUNDING MORTGAGE SECURITIES I INC
AMENDMENT NO 1 TO PSA
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>s24amd98.txt
<DESCRIPTION>AMENDMENT NO 1 TO PSA
<TEXT>
                       RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
                                    Company,


                               RESIDENTIAL FUNDING CORPORATION,
                                Master Servicer,


                                       and
                             THE FIRST NATIONAL BANK OF CHICAGO,
                                     Trustee




                           AMENDMENT NO. 1 dated as of
                             January 8, 2003 to the


                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 1998




                       Mortgage Pass-Through Certificates

                                 Series 1998-S24






        AMENDMENT  NO.  1 made  as of  this  8th  day  of  January  2003,  among
Residential  Funding  Mortgage  Securities I, Inc., as company (the  "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
Bank One,  National  Association  (formerly  known as The First National Bank of
Chicago), as trustee (the "Trustee").

                                     W I T N E S S E T H


        WHEREAS, the Company, the Trustee and the Master Servicer entered into a
Pooling and Servicing  Agreement (the "Agreement")  dated as of October 1, 1998,
relating to the issuance of Mortgage Pass-Through Certificates, Series 1998-S24;
and

        WHEREAS,  the Company,  the Master  Servicer  and the Trustee  desire to
amend the terms of the  Agreement  pursuant to and in  accordance  with  Section
12.01(a) of the Agreement.

        NOW,  THEREFORE,  in consideration of the mutual premises and agreements
herein, the Company, the Master Servicer and the Trustee agree as follows:

     1.  Capitalized  terms used  herein and not defined  herein  shall have the
meanings assigned to such terms in the Agreement.

     2. Section 5.02(e) of the Agreement is amended to read as follows:

        (e) (i) In the case of any Class B or Class R Certificate  presented for
registration in the name of any Person,  either (A) the Trustee shall require an
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee,  the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible  under  applicable
law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under  Section 406 of the Employee  Retirement  Income  Security Act of 1974, as
amended ("ERISA"),  or Section 4975 of the Code (or comparable provisions of any
subsequent  enactments),  and will not subject the  Trustee,  the Company or the
Master  Servicer  to any  obligation  or  liability  (including  obligations  or
liabilities  under  ERISA or  Section  4975 of the  Code) in  addition  to those
undertaken in this  Agreement,  which Opinion of Counsel shall not be an expense
of the  Trustee,  the  Company or the  Master  Servicer  or (B) the  prospective
Transferee shall be required to provide the Trustee,  the Company and the Master
Servicer  with a  certification  to the  effect  set forth in  paragraph  six of
Exhibit J-1 (with respect to any Class B Certificate)  or paragraph  fourteen of
Exhibit  I-1 (with  respect to any Class R  Certificate),  which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem  desirable or necessary in order to establish  that such
Transferee or the Person in whose name such registration is requested either (a)
is not an  employee  benefit  plan  or  other  plan  subject  to the  prohibited
transaction  provisions  of ERISA or  Section  4975 of the Code,  or any  Person
(including an  investment  manager,  a named  fiduciary or a trustee of any such
plan) who is using  "plan  assets" of any such plan to effect  such  acquisition
(each,  a "Plan  Investor") or (b) in the case of any Class B  Certificate,  the
following conditions are satisfied: (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase or hold such Certificate (or interest


<PAGE>



therein)  is  an  "insurance  company  general  account"  (as  defined  in  U.S.
Department of Labor Prohibited  Transaction Class Exemption  ("PTCE") 95-60, and
(iii) the  conditions  set forth in  Sections  I and III of PTCE 95-60 have been
satisfied  (each entity that satisfies  this clause (b), a "Complying  Insurance
Company").

               (ii) Any  Transferee of a Class M  Certificate  will be deemed to
have  represented by virtue of its purchase or holding of such  Certificate  (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has  acquired  and  is  holding  such  Certificate  in  reliance  on  Prohibited
Transaction  Exemption  ("PTE") 94-29,  59 Fed. Reg. 14674 (March 29, 1994),  as
amended by PTE 97-34,  62 Fed. Reg. 39021 (July 21, 1997),  and PTE 2000-58,  65
Fed.  Reg.  67765  (November  13,  2000)  (the  "RFC  Exemption"),  and  that it
understands  that there are certain  conditions to the  availability  of the RFC
Exemption  including  that  such  Certificate  must  be  rated,  at the  time of
purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's or (c) such Transferee is a Complying Insurance Company.

               (iii)  (A) If any Class M Certificate  (or any interest  therein)
                      is  acquired  or held by any Person  that does not satisfy
                      the conditions described in paragraph (ii) above, then the
                      last  preceding  Transferee  that either (i) is not a Plan
                      Investor,  (ii)  acquired such  Certificate  in compliance
                      with the RFC Exemption,  or (iii) is a Complying Insurance
                      Company shall be restored, to the extent permitted by law,
                      to all rights and obligations as Certificate Owner thereof
                      retroactive  to the date of such  Transfer of such Class M
                      Certificate.  The Trustee  shall be under no  liability to
                      any Person for making any payments due on such Certificate
                      to such preceding Transferee.

                      (B) Any purported  Certificate  Owner whose acquisition or
                      holding of any Class M Certificate  (or interest  therein)
                      was  effected in  violation  of the  restrictions  in this
                      Section  5.02(e)  shall  indemnify  and hold  harmless the
                      Company,   the   Trustee,   the   Master   Servicer,   any
                      Subservicer,  each Underwriter and the Trust Fund from and
                      against any and all liabilities, claims, costs or expenses
                      incurred by such  parties as a result of such  acquisition
                      or holding.

        3. The third  paragraph  on the face of the Form of Class M  Certificate
attached as Exhibit B to the Agreement, is hereby amended to read as follows:

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT  MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING
ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN  INVESTOR"),  (B) IT HAS
ACQUIRED AND IS HOLDING SUCH  CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION
EXEMPTION  ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62


<PAGE>



FED. REG. 39021 (JULY 21, 1997),  AND PTE 2000-58,  65 FED. REG. 67765 (NOVEMBER
13, 2000) (THE "RFC EXEMPTION"),  AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN
CONDITIONS  TO THE  AVAILABILITY  OF  THE  RFC  EXEMPTION  INCLUDING  THAT  SUCH
CERTIFICATE  MUST BE RATED,  AT THE TIME OF PURCHASE,  NOT LOWER THAN "BBB-" (OR
ITS EQUIVALENT) BY STANDARD & POOR'S,  FITCH OR MOODY'S OR (C)(I) THE TRANSFEREE
IS AN INSURANCE  COMPANY,  (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE
THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60),
AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED  (EACH ENTITY THAT SATISFIES  THIS CLAUSE (C), A "COMPLYING  INSURANCE
COMPANY").

        4.  The  Form of  Class  M  Certificate  attached  as  Exhibit  B to the
Agreement, is hereby amended by adding the following as the seventh paragraph of
the body of the certificate:

        As described above, any transferee of this Certificate will be deemed to
have  represented by virtue of its purchase or holding of this  Certificate  (or
interest herein) that either (A) such transferee is not a Plan Investor,  (B) it
has acquired and is holding this  Certificate  in reliance on the RFC  Exemption
and that it understands that there are certain conditions to the availability of
the RFC Exemption  including that this Certificate must be rated, at the time of
purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's or (C) the transferee is a Complying  Insurance Company. In addition,
any purported Certificate Owner whose acquisition or holding of this Certificate
(or interest  herein) was effected in violation of the  restrictions  in Section
5.02(e) of the Agreement  shall  indemnify  and hold  harmless the Company,  the
Trustee,  the  Master  Servicer,  any  Subservicer,  and the Trust Fund from and
against any and all  liabilities,  claims,  costs or  expenses  incurred by such
parties as a result of such acquisition or holding.

     5. Paragraph six of the Form of Transferor  Certificate attached as Exhibit
J-1 to the Agreement, is hereby amended to read as follows:

     6. The Purchaser

        (a) is not an employee  benefit or other plan subject to the  prohibited
transaction  provisions of the Employee  Retirement Income Security Act of 1974,
as amended  ("ERISA),  or Section 4975 of the Internal  Revenue Code of 1986, as
amended ("Plan"),  or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate  with "plan assets" of any Plan within the meaning
of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101;

        (b) is an  insurance  company,  the  source of funds to be used by it to
purchase the Certificates is an "insurance  company general account" (within the
meaning of DOL Prohibited  Transaction Class Exemption  ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60; or


<PAGE>




        (c) has provided the Trustee,  the Company and the Master  Servicer with
an opinion of counsel  acceptable to and in form and substance  satisfactory  to
the Trustee, the Company and the Master Servicer to the effect that the purchase
of  Certificates  is permissible  under  applicable  law, will not constitute or
result in any non-exempt  prohibited  transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master Servicer to
any obligation or liability (including obligations or liabilities under ERISA or
Section  4975 of the Code) in  addition to those  undertaken  in the Pooling and
Servicing Agreement.

        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants  with, the Company,  the Trustee and the Master  Servicer that the
Purchaser will not transfer such  Certificates to any Plan or person unless such
Plan or person  meets the  requirements  set  forth in either  6(a),  (b) or (c)
above.



<PAGE>


        IN WITNESS  WHEREOF,  the Company,  the Master  Servicer and the Trustee
have caused their duly  authorized  representatives  to execute and deliver this
instrument as of the date first above written.


                                 RESIDENTIAL FUNDING MORTGAGE
                                 SECURITIES I, INC.


                                 By:    /s/ Julie Steinhagen
                                 Name:    Julie Steinhagen
                                 Title:      Vice President



                                 RESIDENTIAL FUNDING CORPORATION


                                 By:    /s/ Lisa Lundsten
                                 Name:    Lisa Lundsten
                                 Title:      Managing Director


                                 BANK ONE, NATIONAL ASSOCIATION,
                                 solely in its capacity as Trustee


                                 By:    /s/ Keith Richardson
                                 Name:    Keith Richardson
                                 Title:      Vice President


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</DOCUMENT>
