Amendment - Key Executive Life Insurance Plans

AMENDMENT OF
AMERICAN EXPRESS
KEY EXECUTIVE LIFE INSURANCE PLAN


RESOLVED, that pursuant to Section 10.01 of the American Express Company Key Executive Life Insurance Plan (the "Plan"), the Plan is amended effective as of February 28, 2000 (the "Effective Date"), as follows:


1. Article II, Section 2.19, Subsection (c) of the Plan is hereby
deleted in its entirety and replaced with a new Subsection (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 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
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. Article II, Section 2.19 Subsection (d) is hereby deleted in its
entirety and replaced with a new Subsection (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 (A) more than 50% of, respectively, the then
outstanding shares of common stock of such corporation 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
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
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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. Article VII, Section 7.02, Subsection (d)(ii) is hereby deleted
in its entirety and replaced with a new Subsection (d)(ii) to
read as follows:


(d)(ii)(A) This Subsection (d)(ii) shall apply in the event
of a Major Transaction. A Major Transaction shall mean a
transaction described in either paragraph (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 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:


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(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
consolidation.

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