Exhibit (h.3)

                      AMENDMENT TO ADMINISTRATION AGREEMENT

         AMENDMENT TO ADMINISTRATION AGREEMENT, effective as of May 21, 2002, by
and among iSHARES TRUST, a business trust established under the laws of the
state of Delaware (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company (the "Bank").

         WHEREAS, the Fund and Bank entered into an Administration Agreement
dated April 25, 2000, as amended from time to time (the "Administration
Agreement"); and

         WHEREAS, the Fund and Bank desire to amend the Administration Agreement
as set forth below.

         NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:

         1.     Amendments.

         (a)    Paragraph (a) of Section 3 of the Administration Agreement is
hereby amended by deleting such paragraph (a) in its entirety and inserting in
lieu thereof the following:

         "(a) Subject to the supervision and direction of the Board of Directors
         of the Fund, the Bank, as Administrator, will conduct various aspects
         of the Fund's administrative operations and undertakes to perform the
         services described in Appendix B hereto. The Fund hereby represents
         that the sale of Fund shares are not subject to Blue Sky laws and the
         Bank shall not be responsible for any registration, tracking or other
         functions related to the Blue Sky laws of any state. The Bank may, from
         time to time, perform additional duties and functions which shall be
         set forth in an amendment to such Appendix B executed by both parties."

         (b)    Paragraph (a) of Section 5 of the Administration Agreement is
hereby amended by deleting such paragraph (a) in its entirety and by inserting
in lieu thereof, the following:

         "Fees and Expenses of the Bank. For the services rendered by the Bank
         hereunder, the Fund will pay to the Bank such fees at such rate as
         shall be agreed upon in writing by the parties from time to time. The
         Fund will also pay or reimburse the Bank from time to time for all
         necessary proper disbursements, expenses and charges made or incurred
         by the Bank in the performance of this Agreement (including any duties
         listed on any Schedule hereto, if any) including any indemnities for
         any loss, liabilities or expense to the Bank as provided herein. The
         Bank will also be entitled to reimbursement by the Fund for all
         reasonable expenses incurred in conjunction with termination of this
         Agreement and any conversion or transfer work done in connection
         therewith.

         (c)    Appendix C to the Agreement is deleted in its entirety and
reserved.

         (d)    The lead in paragraph of Section 7.1 of the Administration
Agreement is hereby amended by deleting such paragraph in its entirety and by
inserting in lieu thereof, the following:

         "This Agreement shall remain in effect until May 21, 2005 (the "Initial
         Term"), unless earlier terminated as provided herein. After the
         expiration of the Initial Term, the term of this Agreement shall
         automatically renew for successive three-year terms


         (each a "Renewal Term") unless notice of non-renewal is delivered by
         the non-renewing party to the other party no later than ninety (90)
         days prior to the expiration of the Initial Term or any Renewal Term,
         as the case may be."

         2.     Miscellaneous.
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         a)     Except as amended hereby, the Administration Agreement shall
remain in full force and effect.

         b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.

iSHARES TRUST                               INVESTORS BANK & TRUST COMPANY

By:  /s/ Michael Latham                     By:    /s/ Andrew M. Nesuet
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Name:    Michael Latham                     Name:      Andrew M. Nesuet
     -----------------------------               -----------------------------
Title:   Secretary                          Title:     Managing Director
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