Amendment - Supplemental Retirement Plan

AMENDMENT OF
AMERICAN EXPRESS COMPANY
SUPPLEMENTAL RETIREMENT PLAN
AMENDED AND RESTATED
EFFECTIVE MARCH 1, 1995


RESOLVED, that pursuant to Section 7(F) of the American Express Company Supplemental Retirement Plan (the "Plan"), effective as of March 1, 1995, the Plan is amended, effective as of February 28, 2000 (the "Effective Date"), as follows:


1. Section VIII, Subsection A(c) is hereby deleted in its entirety and
replaced with a new Subsection A(c) to read as follows:


(c) The consummation of a reorganization, merger or consolidation,
in each case, unless, following such reorganization, merger or
consolidation, (i) more than 50% of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger or consolidation (or any parent
thereof) and the combined voting power of the then outstanding
voting securities of such corporation (or any parent thereof)
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities immediately prior
to such reorganization, merger or consolidation, in substantially
the same proportions as their ownership immediately prior to such
reorganization, merger or consolidation of such Outstanding
Company Common Shares and Outstanding Company Voting Shares, as
the case may be, (ii) no Person (excluding the Company, any
employee benefit plan (or related trust) of the Company, a
Subsidiary or such corporation resulting from such reorganization,
merger or consolidation or any parent or a subsidiary thereof, and
any Person beneficially owning, immediately prior to such
reorganization, merger or


consolidation, directly or indirectly, 25% or more of the
Outstanding Company Common Shares or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
reorganization, merger or consolidation (or any parent thereof) or
the combined voting power of the then outstanding voting
securities of such corporation (or any parent thereof) entitled to
vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation (or any parent thereof) were members of the
Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such
reorganization, merger or consolidation; or


2. Section VIII, Subsection A(d) is hereby deleted in its entirety and
replaced with a new Subsection A(d) to read as follows:


(d) The consummation of the sale, lease, exchange or other
disposition of all or substantially all of the assets of the
Company, unless such assets have been sold, leased, exchanged or
disposed of to a corporation with respect to which following such
sale, lease, exchange or other disposition more than 50% of,
respectively, the then outstanding shares of common stock of such
corporation (or any parent thereof) and the combined voting power
of the then outstanding voting securities of such corporation (or
any parent thereof) entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company
Common Shares and Outstanding Company Voting Securities
immediately prior to such sale, lease, exchange or other
disposition in substantially the same proportions as their
ownership immediately prior to such sale, lease, exchange or other
disposition of such Outstanding Company Common Shares and
Outstanding Company Voting Shares, as the case may be, (B) no
Person (excluding the Company and any


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employee benefit plan (or related trust) of the Company or a
Subsidiary of such corporation or a subsidiary thereof and any
Person beneficially owning, immediately prior to such sale, lease,
exchange or other disposition, directly or indirectly, 25% or more
of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of such corporation (or any parent thereof)
and the combined voting power of the then outstanding voting
securities of such corporation (or any parent thereof) entitled to
vote generally in the election of directors and (C) at least a
majority of the members of the board of directors of such
corporation (or any parent thereof) were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale, lease, exchange or
other disposition of assets of the Company; or


3. Section VIII, Subsection (B) is hereby deleted in its entirety and
replaced with a new Subsection (B) to read as follows:


(B)(I) Subsection (B) shall apply in the event of a Major
Transaction. A Major Transaction shall mean a transaction
described in either (1) or (2) below:


(1) The consummation of a reorganization, merger or consolidation,
in each case, if, following such reorganization, merger or
consolidation, more than 50% but not more than 60% of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or
consolidation (or any parent thereof) and the combined voting
power of the then outstanding voting securities of such
corporation (or any parent thereof) entitled to vote generally
in the election of directors is then beneficially owned,
directly or indirectly, by all or


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substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Shares and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or
consolidation, in substantially the same proportions as their
ownership immediately prior to such reorganization, merger or
consolidation of such Outstanding Company Common Shares and
Outstanding Company Voting Shares, as the case may be, but only
if:


(A) no Person (excluding the Company, any employee benefit plan
(or related trust) of the Company, a Subsidiary or such
corporation resulting from such reorganization, merger or
consolidation or any parent or a subsidiary thereof, and any
Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or
indirectly, 25% or more of the Outstanding Company Common
Shares or Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 25% or more
of, respectively, the then outstanding shares of common stock
of the corporation resulting from such reorganization, merger
or consolidation (or any parent thereof) or the combined voting
power of the then outstanding voting securities of such
corporation (or any parent thereof) entitled to vote generally
in the election of directors; and


(B) at least a majority of the members of the board of
directors of the corporation resulting from such
reorganization, merger or consolidation (or any parent thereof)
were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board
providing for such reorganization, merger or conso ...