FIRST AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                           PLM EQUIPMENT GROWTH FUND V


     This First  Amendment  ("Amendment")  to the Amended and  Restated  Limited
Partnership   Agreement   ("Agreement")   of  PLM   Equipment   Growth   Fund  V
("Partnership")  is executed as of August 24, 2001, by its General Partner,  PLM
Financial  Services,  Inc.,  a Delaware  corporation  ("General  Partner").  All
capitalized  terms not otherwise  defined  herein shall have the meanings as set
forth in the Agreement.

                                    RECITALS

     A. The Partners  entered into an Amended and Restated  Limited  Partnership
Agreement dated as of April 6, 1990.

     B. The  Agreement is now hereby  amended  pursuant to Article XVIII thereof
and by order of the United States  District  Court for the Southern  District of
Alabama.

     NOW, THEREFORE, the Agreement is amended as follows:

     1. Section 10.01(e) is amended to read in its entirety as follows:

          (e) The  determination  by the General Partner that it is necessary to
          commence the liquidation of the Equipment in order for the liquidation
          of all the  Equipment to be  completed in an orderly and  businesslike
          fashion prior to January 1, 2007."

     2. The first clause of the first sentence of Section  2.05(h) is amended to
read in its entirety as follows:

          "Limitation  of Fees.  The General  Partner  shall not receive fees in
          excess of 120% of the following  limitations  which shall apply to the
          amount of Capital  Contributions which must be committed to Investment
          in Equipment:"

     3. Section  2.02(r) is amended by deleting  only the  language  that states
"for six years after the year which  includes  the Funding  Date" and  replacing
such language with "until December 31, 2004".

     4. Section 6.11 is amended by adding the  following  language at the end of
the Section:

          "Notwithstanding  any terms of the  preceding  paragraph,  from August
          30,2000  forward the  following  terms of Section 6.11 will govern and
          control all Limited  Partners'  and the General  Partner's  rights and
          obligations regarding repurchase of outstanding Units. The Partnership
          will  repurchase up to 10% of the then total  outstanding  Units as of
          August 30, 2000 ("Outstanding  Units"). Any Unitholder that intends to
          submit  for  repurchase  some or all of  his,  her or its  Units  must
          indicate  this  intention on the Request to  Repurchase  Form that has
          been  mailed  to  the  Limited   Partners  along  with  the  Equitable
          Settlement  Hearing  Notice  and  this  solicitation  statement.   The
          repurchase price for each Unit shall be determined as follows: the Net
          Asset  Value  of the  Partnership  (defined  below)  as of the  fiscal
          quarter immediately preceding December 11, 2000 will be divided by the
          number of Outstanding Units to determine the Net Asset Value per Unit.
          The Net Asset Value per Unit will be  multiplied  by 80% to  determine
          the repurchase price per Unit (the "Repurchase Price"). The repurchase
          of Units will be completed no later than the end of the fiscal quarter
          following the fiscal quarter  during which the United States  District
          Court for the Southern  District of Alabama  enters an order  granting
          final  approval  of the  Equitable  Class  Action  Settlement.  If the
          Unitholders request the Partnership to repurchase more than 10% of its
          Units,  the  Partnership  will  repurchase  up to 10%  of  the  Units,
          pro-rata  based on the number of Units offered for  repurchase,  or as
          close to a pro-rata basis as is reasonably possible. Any such pro-rata
          allocation  adjustments will be determined by the Claims Administrator
          who will give priority  according to the order of preference  for each
          category  set forth  below in this  paragraph.  To the extent that the
          demand  in  any  category  would  exhaust  the  10%  number  then  all
          Unitholders  in that category will have their Units  repurchased  on a
          pro  rata  basis,  rounded  up to the  nearest  whole  Unit,  and  the
          Unitholders  in the remaining  categories  will not have the option of
          having their Units repurchased. The order of preferences is: (1) Units
          owned by estates,  IRAs and  Qualified  Plans which were  purchased as
          part of the  initial  offering;  (2) Units  owned by Limited  Partners
          which were purchased as part of the initial offering;  (3) Units owned
          by Limited  Partners which were purchased after the initial  offering;
          (4) Units owned by Unitholders  which were purchased after the initial
          offering.  In the event that the total number of Units requested to be
          repurchased  exceeds  10%  of the  Partnership's  Units,  the  General
          Partner  will have the  option,  but not the  obligation,  to purchase
          these excess Units with its own monies and on its own behalf."

          "Net Asset Value" of the Partnership  means the value of all Equipment
          owned by the Partnership and as determined by the General Partner (and
          subject to consultation  with Class Counsel's  valuation  expert) plus
          any cash, uncollected  receivables and any other assets, less accounts
          payable,  debts and  other  liabilities  of the Fund as of the  fiscal
          quarter immediately preceding the repurchase date."

     5. Article  XVIII is amended by deleting the first  provision of the second
paragraph and replaces it in its entirety as follows:

          "[P]rovided,  however  that the  Limited  Partners  may not amend this
          Agreement to extend the  Partnership  term or to change the provisions
          of Section 10.03;"

Additionally, a new paragraph is added at the end of Article XVIII as follows:

          "Approval  of a  Majority  in  Interest  to  all  amendments  of  this
          Agreement  necessary to effectuating  the Equitable  Class  Settlement
          shall be deemed to have been given if less than half of the Units held
          by Limited  Partners vote against any such  amendment  proposed by the
          September 10, 2000 solicitation  statement, as provided for in amended
          Article XV of this Agreement."

     6. Article XV is amended by adding the following language to the end of the
fourth paragraph of Article XV:

          "Provided,  however,  that effective  written consent by a Majority in
          Interest of the Limited  Partners to any proposed  action set forth in
          the September 10, 2000  solicitation  statement and in connection with
          the Equitable  Class  Settlement,  shall be deemed to have been given,
          unless  Limited  Partners  holding  more than half of the  outstanding
          Units in such Limited Partnership vote against any such action."

     7.  Article XIV is amended by adding the  following  language to the end of
the paragraph:

          "Provided,  however,  that any and all disputes relating to or arising
          out of the Equitable Class Action  Settlement  approved by the Federal
          District  Court for the  Southern  District of Alabama by final order,
          including   all   issues   pertaining   to  the   interpretation   and
          administration  of the Stipulation of Settlement and all its exhibits,
          shall be subject to the continuing and exclusive  jurisdiction  of the
          Federal District Court for the Southern District of Alabama."

     IN WITNESS WHEREOF, the General Partner has duly executed this Amendment as
of August 24, 2001.

                              PLM   FINANCIAL   SERVICES,   INC.,   a   Delaware
                              corporation,     General     Partner     and    as
                              Attorney-in-Fact  for and on behalf of the Limited
                              Partners



                              By:      /s/Stephen M. Bess
                              Title:   President
                              Name:    Stephen M. Bess