Exhibit 10.3(e)(i)

                              AMENDMENT NUMBER ONE
                                     TO THE
                             TRUST AGREEMENT BETWEEN
                       OGDEN MANAGEMENT SERVICES, INC. AND
                         AMERICAN EXPRESS TRUST COMPANY
                                     FOR THE
                             EXECUTIVE PENSION PLAN
                       OF OGDEN MANAGEMENT SERVICES, INC.

      WHEREAS, Ogden Management Services, Inc. (the "Company") maintains the
Ogden Management Services, Inc. Executive Pension Plan (the "Plan") to provide
retirement benefits to a select group of highly compensated employees of the
Company and certain related entities;

      WHEREAS, the Company entered into a trust agreement (the "Trust") with
American Express Trust Company (the "Trustee") dated October 30, 1998;

      WHEREAS, pursuant to Section 11 of the Trust, the Trust may be amended by
a written instrument executed by the Trustee and the Company; and

      WHEREAS, the Company and the Trustee desire to amend the Trust, effective
as of July 1, 1999.

      NOW, THEREFORE, pursuant to Section 11 of the Trust, the Trust is hereby
amended, effective as of July 1, 1999, as follows:

1.    Section 5 of the Trust is amended in its entirety to read as follows:

      "During the term of this Trust, all income received by the Trust, net of
      expenses and taxes, shall be accumulated and reinvested. Provided,
      however, the Company shall have the right at any time and from time to
      time, in its discretion, to direct the Trustee, in writing, to return to
      the Company all or any part of the income received by the Trust, net of
      expenses and taxes."

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed this ____ day of July, 1999.

Ogden Management Services, Inc.


By: __________________________

Title:  ______________________

Date:  _______________________

American Express Trust Company

By: __________________________

Title:  ______________________

Date:  _______________________