RESIDENTIAL FUNDING MORTGAGE SECURITIES II INC
SUPPLEMENTAL NO 1 TO INDENTURE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>hi5ind02.txt
<DESCRIPTION>SUPPLEMENTAL NO 1 TO INDENTURE
<TEXT>
                              SUPPLEMENT NUMBER ONE
                                     to the
                                    INDENTURE
                                 Series 2002-HI5
                           Dated as of January 3, 2003
                                     between

                       HOME LOAN TRUST 2002-HI5, as Issuer
                                       and
                    JPMORGAN CHASE BANK, as Indenture Trustee



        This  SUPPLEMENT  NUMBER ONE is  effective as of the 3rd day of January,
2003, by and between HOME LOAN TRUST 2002-HI5,  as the issuer (the "Issuer") and
JPMORGAN  CHASE BANK, as the Indenture  Trustee (the  "Indenture  Trustee"),  in
connection  with the  Indenture  dated as of January 3, 2002  between  the above
mentioned parties (the "Indenture"), and the issuance of Home Loan-Backed Notes,
Series 2002-HI5.  This supplemental  indenture is made pursuant to Sections 9.01
and 9.03 of the Indenture.

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

        2. Section  3.05(d)(xi) of the Indenture is hereby amended  effective as
of the  date  indicated  above by  deleting  such  clause  in its  entirety  and
replacing it with the following:

               (xi)   eleventh,   an   remaining   amounts   and   any   amounts
                      constituting prepayment charges will be distributed to the
                      Certificate    Paying    Agent    on    behalf    of   the
                      Certificateholder in respect of the Residual Component.

        3. Except as amended above,  the Indenture  shall continue to be in full
force and effect in accordance with its terms.

                                       -1-

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

HOME LOAN TRUST 2002-HI5, as Issuer
by: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its capacity as Owner
Trustee



By:
   ------------------------------------------------
Title:




JPMORGAN CHASE BANK,
as Indenture Trustee


By:
   ------------------------------------------------
Title:

                        -2-

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</DOCUMENT>
