AMENDMENT NUMBER ONE
                                     to the

                         POOLING AND SERVICING AGREEMENT
                                 Series 2002-RS2
                            Dated as of March 1, 2002
                                      among
               RESIDENTIAL FUNDING CORPORATION, as Master Servicer
             RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as Depositor
                                       and
                   BANK ONE, NATIONAL ASSOCIATION, as Trustee


        This AMENDMENT NUMBER ONE is made and entered into this 24th day of May,
2002, by and among RESIDENTIAL FUNDING CORPORATION,  as the master servicer (the
"Master Servicer"),  RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor
(the  "Depositor"),  and BANK ONE,  NATIONAL  ASSOCIATION,  as the trustee  (the
"Trustee"),  in connection with the Pooling and Servicing  Agreement dated as of
March 1, 2002  among the above  mentioned  parties  (the  "Agreement"),  and the
issuance of Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2002-RS2.
This amendment is made pursuant to Section 11.01(a)(ii) of the Agreement.

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

        2. The definition of "Group I Overcollateralization  Increase Amount" is
hereby  amended  effective  as of the date hereof by deleting  the words in such
clause in its entirety and replacing it with the following:

        "Group I Overcollateralization  Increase Amount: With respect to (a) the
first three  Distribution  Dates,  $0, and (b) any  Distribution  Date after the
first three Distribution Dates, an amount equal to the lesser of (i) the Group I
Excess Cash Flow for that  Distribution Date available to make payments pursuant
to Section  4.02(c)(ix) plus the Group II Excess Cash Flow for such Distribution
Date available to make payments  pursuant to Section  4.02(d)(viii) and (x), and
(ii) the  excess,  if any,  of (x) the  Group I  Required  Overcollateralization
Amount  for that  Distribution  Date over (y) the Group I  Overcollateralization
Amount for that Distribution Date."

        3. The definition of "Group II Overcollateralization Increase Amount" is
hereby  amended  effective  as of the date hereof by deleting  the words in such
clause in its entirety and replacing it with the following:

        "Group II Overcollateralization Increase Amount: With respect to (a) the
first six Distribution  Dates, $0, and (b) any Distribution Date after the first
six Distribution Dates, an amount equal to the lesser of (i) the Group II Excess
Cash Flow for that  Distribution  Date  available to make  payments  pursuant to
Section 4.02(d)(ix) plus the Group I Excess Cash Flow for such Distribution Date
available to make payments  pursuant to Section  4.02(c)(viii) and (x), and (ii)
the excess, if any, of

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(x) the Group II  Required  Overcollateralization  Amount for that  Distribution
Date over (y) the Group II  Overcollateralization  Amount for that  Distribution
Date.

        4. Section 4.02(d)(x) of the Agreement is hereby amended effective as of
the date  hereof by  deleting  the  words in such  clause  in its  entirety  and
replacing it with the following:

        "on  or  after  the  seventh   Distribution   Date,  to  the  Class  A-I
Certificateholders  (other than the Class A-I-IO  Certificateholders)  and Class
M-I  Certificateholders,  from the  amount,  if any,  of the Group II  Available
Distribution  Amount  remaining after the foregoing  distributions,  the Group I
Overcollateralization  Increase Amount for such  Distribution Date to the extent
not covered by the Group I Excess Cash Flow for such  Distribution  Date,  which
amount shall be included in the Group I Principal  Distribution  Amount and paid
in accordance  with Section  4.02(e)  hereof,  until the  Certificate  Principal
Balances  of the Class A-I  Certificates  and Class M-I  Certificates  have been
reduced to zero;"

     5. Section  11.01(a)(vi) is hereby amended  effective as of the date hereof
by deleting the words in such clause in its  entirety and  replacing it with the
following:

               "(vi) to make any other  provisions  with  respect  to matters or
        questions arising under this Agreement or such Custodial Agreement which
        shall  not be  materially  inconsistent  with  the  provisions  of  this
        Agreement,  provided  that such  action  shall not, as  evidenced  by an
        Opinion  of  Counsel,  adversely  affect  in any  material  respect  the
        interests of any Certificateholder."

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

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

RESIDENTIAL FUNDING CORPORATION,
as Master Servicer


By:/s/: Randy Van Zee
Title:


RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.,
as Depositor


By:/s/: Lisa Lundsten
Title:


BANK ONE, NATIONAL ASSOCIATION,
as Trustee


By:/s/: Keith Richardson
Title:

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