MORGAN GUARANTY Letterhead February 9, 1996 Lord Abbett Tax-Free Income Fund, Inc. 767 Fifth Avenue New York, N.Y. 10153 Attention: Mr. Kenneth B. Cutler Vice President Dear Sirs: Pursuant to Section 15 of the Global Custody Agreement, dated October...

                                 ▇▇▇▇▇▇ GUARANTY
                                   Letterhead




February 9, 1996


Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10153

Attention:  ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                  Vice President


Dear Sirs:

     Pursuant to Section 15 of the Global Custody  Agreement,  dated October 20,
1993,  between  ▇▇▇▇  ▇▇▇▇▇▇  Tax-Free  Income  Fund  (hereinafter   called  the
"Corporation") and ▇▇▇▇▇▇ GuarantyTrust  Company of New York (hereinafter called
"▇▇▇▇▇▇"),  ▇▇▇▇▇▇ hereby  assigns to The Bank of New York  (hereinafter  called
"successor  custodian"),  as of January 1, 1996, all its rights and  obligations
under such Agreement, and successor custodian hereby agrees with you to be bound
by such Agreement in accordance with its terms.

Sincerely,


____________________                        Consented to:
Vice President                              ▇▇▇▇ ▇▇▇▇▇▇ TAX-FREE INCOME FUND
Mutual Funds Division


Agreed and Confirmed                        By:___________________________
THE BANK OF NEW YORK                      Vice President


By:________________________
      Vice President