EXHIBIT 10.1

NOTE: This Exhibit 10.1 should be read in conjunction with the Amendment
(effective as of February 28, 2000) (the "Amendment"), of American Express
Company 1998 Incentive Compensation Plan Master Agreement, which was filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (Commission File
No. 1-7657) for the quarter ended March 31, 2000. The Amendment contains
provisions that modify and, in certain cases, supersede the language contained
in this Exhibit 10.1.

                      [Logo of American Express Company]

                           AMERICAN EXPRESS COMPANY
                       1998 INCENTIVE COMPENSATION PLAN
                               MASTER AGREEMENT
                             DATED APRIL 27, 1998

                 ---------------------------------------------


             Nonqualified Stock Options, Restricted Stock Awards, UK Stock
Options and Letter of Intent Awards ("Awards") are issued pursuant to the 1998
Incentive Compensation Plan, as amended (the "Plan") of American Express
Company (the "Company") at the discretion and subject to the administration of
the Compensation and Benefits Committee, or its successor (the "Committee") of
the Board of Directors of the Company (the "Board"). Awards issued on or after
April 27, 1998 shall contain the general terms set forth in the applicable
provisions of this Master Agreement. The specific terms of individual Awards
will be contained in the Award Schedule(s) delivered to participants in the
Plan (the "Participants"). All Awards shall be subject to the Plan, the Plan
being incorporated into this Master Agreement by reference and made a part
hereof.



Section I

                    MASTER AGREEMENT PROVISIONS RELATING TO
                     A GRANT OF NONQUALIFIED STOCK OPTION


1. Sections I and V of this Master Agreement, together with an Award Schedule
referring to Section I of this Master Agreement, shall contain the terms of a
specific Nonqualified Stock Option, including a "Reload" Nonqualified Stock
Option, ("Option") issued to a Participant. Each Award Schedule shall specify
the number of common shares of the Company subject to the Option, the date of
Option Grant, the Option Exercise Date(s), the Option Exercise Price and any
additional terms applicable to the Option. Such additional terms may address
any matter deemed appropriate by the Committee or its delegate and may include
terms not contained in this Master Agreement and/or may delete terms contained
in this Master Agreement. A stock appreciation right is included herein only
if specifically approved by the Committee and reflected in an Award Schedule.

2. Unless otherwise determined by the Committee and subject to the provisions
of this Agreement and the applicable provisions of the Plan, a Participant may
exercise this Option as follows:

         (a)      No part of this Option may be exercised before the first
                  Option Exercise Date listed in the Award Schedule or after
                  the expiration of ten years from the Date of Grant set forth
                  above;

         (b)      At any time or times on or after the first Option Exercise
                  Date listed in the Award Schedule, a Participant may
                  exercise this Option as to any number of shares which, when
                  added to the number of shares as to which a Participant has
                  theretofore exercised this Option, if any, will not exceed
                  one-third (33 1/3%) of the total number of shares covered
                  hereby;

         (c)      At any time or times on or after the second Option Exercise
                  Date listed in the Award Schedule, a Participant may
                  exercise this Option as to any number of shares which, when
                  added to the number of shares as to which a Participant has
                  theretofore exercised this Option, if any, will not exceed
                  two-thirds (66 2/3%) of the total number of shares covered
                  hereby; and

         (d)      At any time or times on or after the third Option Exercise
                  Date listed in the Award Schedule and thereafter through the
                  expiration date of this Option, a Participant may exercise
                  this Option as to any number of shares which, when added to
                  the number of shares as to which the Participant has
                  theretofore exercised this Option, if any, will not exceed
                  the total number of shares covered hereby.

This Option may not be exercised for a fraction of a common share of the
Company.

3. A Participant may not exercise this Option and, if applicable, any stock
appreciation right included herein, unless all of the following conditions are
met:

        (a)  Legal counsel for the Company must be satisfied at the time
             of exercise that the issuance of shares upon exercise will
             be in compliance with the Securities Act of 1933, as
             amended, and applicable United States federal, state, local
             and foreign laws;

        (b)  The Participant must pay at the time of exercise the full
             purchase price for the shares being acquired hereunder, by
             (i) paying in cash in United States dollars (which may be in
             the form of a check or promissory note, if permissible under
             Paragraph 8 below), (ii) tendering common shares owned by
             the Participant which have a fair market value equal to the
             full purchase price for the shares being acquired, such fair
             market value to be determined in such reasonable manner as
             may be provided from time to time by the Committee or as may
             be required in order to comply with the requirements of any
             applicable laws or regulations, or (iii) if permitted by the
             Committee, by authorizing a third party to sell, on behalf
             of the participant, the appropriate number of common shares
             otherwise issuable to the participant upon the exercise of
             the Option and to remit to the Company a sufficient portion
             of the sale proceeds to pay the entire exercise price and
             any tax withholding resulting from such exercise, or (iv)
             tendering a combination of the forms of payment provided for
             in this Subparagraph; and

        (c)  The  Participant must, at all times during the period
             beginning with the Date of Grant of this option and ending
             on the date of such exercise, have been employed by the
             Company or an Affiliate (as defined in the Plan) or have
             been engaged in a period of Related Employment (as defined
             in the Plan). However, if the Participant ceases to be so
             employed or terminates a period of Related Employment by
             reason of the Participant's disability or retirement (as
             such terms are defined in the Plan and interpreted and
             administered by the Committee) while holding this Option
             which has not expired and has not been fully exercised, the
             Participant may, at any time within five years of the date
             of the onset of such disability (but in no event after the
             expiration of this Option under Paragraph 2(a) above with
             respect to ten years from the Date of Grant) or in the case
             of retirement until the expiration of the Option under
             Paragraph 2(a), exercise this option with respect to the
             number of shares, after giving full effect to the gradual
             vesting provisions of Paragraph 2 above, as to which the
             Participant could have exercised the option on the date of
             the onset of such disability or retirement, or with respect
             to such greater number of shares as determined by the
             Committee in its sole discretion, and any remaining portion
             of this Option shall be canceled by the Company. In the
             event the Participant's employment by the Company and its
             Affiliates or Related Employment terminates for reasons
             other than disability or retirement as described in this
             Subparagraph 3(c) or death as described in Paragraph 4
             below, this Option shall be canceled by the Company.

4. Except as otherwise determined by the Committee, a Participant may not
assign, transfer, pledge, hypothecate or otherwise dispose of this Option (and
any stock appreciation right included herein), except by will or the laws of
descent and distribution, and this Option is exercisable during the
Participant's lifetime only by the Participant. If the Participant or anyone
claiming under or through the Participant attempts to violate this Paragraph
4, such attempted violation shall be null and void and without effect, and the

                                       -2-
<PAGE>
Company's obligation to make any further payments (stock or cash) hereunder
shall terminate. If at the time of the Participant's death this Option has not
been fully exercised, the Participant's estate or any person who acquires the
right to exercise this Option by bequest or inheritance or by reason of the
Participant's death may, at any time within five years after the date of the
Participant's death (but in no event after the expiration of this option under
Paragraph 2 (a) above with respect to ten years from the Date of Grant or the
time period described in Paragraph 3(c) above with respect to disability),
exercise this option with respect to the number of shares, after giving full
effect to the gradual vesting provisions of Paragraph 2 above, as to which the
Participant could have exercised this Option at the time of the Participant's
death, or with respect to such greater number of shares as determined by the
Committee in its sole discretion. The Committee may, in its discretion,
provide the Participant's estate, or any person acquiring the right to
exercise this Option upon the Participant's death, a minimum of six months to
exercise this Option without regard to the expiration of this Option under
2(a) above. The applicable requirements of Paragraph 3 above must be satisfied
at the time of such exercise.

5. In the event of any change in the outstanding common shares of the
Company by reason of any stock split, stock dividend, split-up, split-off,
spin-off, recapitalization, merger, consolidation, rights offering,
reorganization, combination, subdivision or exchange of shares, sale by the
Company of all or part of its assets, distribution to shareholders other than
a normal cash dividend, or other extraordinary or unusual event occurring
after the Date of Grant specified in the Award Schedule and prior to its
exercise in full, the number and kind of shares for which this Option may then
be exercised and the Option Exercise Price per share may or may not be
adjusted so as to reflect such change, all as determined by the Committee in
its sole discretion. In the event that the Company or any of its Affiliates is
a participant in a corporate merger, consolidation or other similar
transaction, neither the Company nor such Affiliate shall be obligated to
cause any other participant in such transaction to assume this Option or to
substitute a new option for this Option.

6.(a) If approved by the Committee and subject to the conditions specified in
      Subparagraph 6(b) below, within such time or times as the option shall be
      exercisable in whole or in part and to the extent that it shall then be
      exercisable in accordance with Paragraph 2 above, the Participant (or any
      person acting under Paragraph 4 above) may surrender unexercised the
      Option or any portion thereof which is then exercisable to the Company
      and receive from the Company in exchange therefor that number of common
      shares of the Company having an aggregate value equal to 100% of the
      excess of the value of one share over the Option Exercise Price per share
      heretofore specified times the lesser of (i) the number of shares as to
      which the Option then is exercisable or (ii) the number of shares as to
      which the Option is surrendered to the Company. This right to surrender
      unexercised the Option or any portion thereof which is then exercisable
      is referred to herein as a "stock appreciation right." No fractional
      shares shall be delivered, but in lieu thereof a cash adjustment shall be
      made.

  (b) If granted by the Committee, the stock appreciation right may be
      exercised only if, and to the extent that,

                  (i)      the Option is at the time exercisable, and

                  (ii)     on the date of exercise (1) the Option will, in
                           accordance with Subparagraph 2(a) above, expire
                           within 30 days, or (2) the Participant has ceased
                           to be an employee of the Company or an Affiliate
                           thereof or terminated a period of Related
                           Employment by reason of the Participant's
                           disability or retirement (as defined in the Plan),
                           or (3) the Participant has died.

                  Notwithstanding Subparagraph 6(b)(ii) above but subject to
                  the conditions of Subparagraph 6(b)(i) above, (1) the
                  ability to exercise a stock appreciation right may be
                  further limited to the extent determined by the Committee as
                  necessary or desirable to comply with applicable provisions
                  of United States federal, state, local or foreign law or
                  regulation, and (2) if the Participant is on the date of
                  exercise an executive officer of the Company as that term is
                  defined in the Securities Exchange Act of 1934 and the rules

                                      -3-
<PAGE>
                  thereunder (an "Insider"), the stock appreciation right may
                  be exercised only with respect to a maximum of 50% of the
                  shares subject to the option granted hereunder, unless
                  otherwise determined by the Committee.

  (c)  The Committee may elect from time to time in its sole discretion to
       settle the obligation arising out of the exercise of the stock
       appreciation right, by the payment of cash equal to the aggregate
       value of the common shares it otherwise would be obligated to deliver
       or partly by the payment of cash and partly by the delivery of common
       shares.

  (d)  For all purposes under this Paragraph 6, the value of a common
       share of the Company shall be the fair market value thereof,
       as determined by the Committee, on the last business day
       preceding the date of the election to exercise the stock
       appreciation right, provided that if notice of such election
       is received by the Committee more than three business days
       after the date of such election (as such date of election is
       stated in the notice of election), the Committee may, but need
       not, determine the value of a common share as of the day
       preceding the date on which the notice of election is
       received.

7. It shall be a condition to the obligation of the Company to furnish common
shares upon exercise of an Option or settlement of a stock appreciation right
by delivery of common shares and/or cash (a) that the Participant (or any
person acting under Paragraph 4 above) pay to the Company or its designee,
upon its demand, in accordance with Paragraph 18(f) of the Plan, such amount
as may be demanded for the purpose of satisfying its obligation or the
obligation of any of its Affiliates or other person to withhold United States
federal, state, local or foreign income, employment or other taxes incurred by
reason of the exercise of the Option or the settlement of the stock
appreciation right or the transfer of shares thereupon, (b) whether the
settlement of the stock appreciation right is to be made by delivery of common
shares or by the payment of cash, that the Participant (or any person acting
under Paragraph 4 above) execute such forms as the Committee shall prescribe
for the purpose of evidencing the surrender of the Option in whole or in part,
as the case may be, and (c) that the Participant (or any person acting under
paragraph 4 above) provide the Company with any forms, documents or other
information reasonably required by the Company in connection with the grant.
The Company shall have the right to deduct or cause to be deducted from any
payment made in settlement of a stock appreciation right any United States
federal, state, local or foreign income, employment or other taxes that it
determines are required by law to be withheld with respect to such payment. If
the amount requested for the purpose of satisfying the withholding obligation
is not paid, the Company may refuse to furnish common shares upon exercise of
the Option or common shares and/or cash upon settlement of the stock
appreciation right.

8. In accordance with the provisions of the Plan, if the Participant is or
becomes a member of senior management and meets the eligibility requirements
on the date of the Option exercise, as defined by the Committee, upon request,
the Company may assist the Participant in obtaining financing from the Company
or one of its Affiliates, or from a bank or other third party, if appliccable,
in such amount as is required to permit the exercise of this Option and/or the
payment of any taxes required to be withheld by the Company in respect
thereof.



Section II

                    MASTER AGREEMENT PROVISIONS RELATING TO
                          AWARDS OF RESTRICTED STOCK


             Sections II and V of this Master Agreement, together with an
Award Schedule referring to Section II of this Master Agreement, shall contain
the terms of a specific Restricted Stock Award ("RSA") issued to a
Participant. Each Award Schedule shall specify: the number of common shares of
the Company awarded, the date of the Award, the Expiration Date (as defined

                                      -4-
<PAGE>
below) and any additional terms applicable to the Award. Such additional terms
may address any matter deemed appropriate by the Committee or its delegate and
may include terms not contained in this Master Agreement and/or may delete
terms contained in this Master Agreement.

             1.       An RSA consists of the number of common shares of the
Company having a par value of $.60 per share (the "common shares") specified
in an Award Schedule and is subject to the provisions of the Plan. In
addition, the following terms, conditions and restrictions apply to RSAs
issued under the Plan:

             (a)      Except as otherwise determined by the
                      Committee, such common shares cannot be sold,
                      assigned, transferred, pledged, hypothecated
                      or otherwise disposed of (except that
                      Participants may designate a beneficiary as
                      provided herein) on or before the expiration
                      date specified in an Award Schedule (the
                      "Expiration Date") and prior to the
                      subsequent issuance to a Participant (or, in
                      the event of a Participant's death, the
                      Participant's designated beneficiary) of a
                      certificate for such common shares free of
                      any legend or other transfer restriction
                      relating to the terms, conditions and
                      restrictions provided for in this Master
                      Agreement. If a Participant or anyone
                      claiming under or through such Participant
                      attempts to violate this Subparagraph l(a),
                      such attempted violation shall be null and
                      void and without effect, and the Company's
                      obligation to make any further payments or
                      deliveries (in stock or cash) hereunder shall
                      terminate.

             (b)      An RSA shall be evidenced by a share certificate or an
                      uncertificated book entry memo position maintained by
                      the Company's transfer agent and registrar.

             (c)      If (i) a Participant's continuous employment
                      with the Company and its Affiliates (as
                      defined in the Plan) shall terminate for any
                      reason on or before the Expiration Date,
                      except for a period of Related Employment (as
                      defined in the Plan), and except as provided
                      in Subparagraph l(d) below or (ii) within the
                      period following the Expiration Date as
                      determined by the Committee, a Participant
                      (or such Participant's designated
                      beneficiary) has not paid to the Company or
                      such Affiliate or other person an amount
                      equal to any United States federal, state,
                      local or foreign income, employment or other
                      taxes which the Company determines is
                      required to be withheld in respect of such
                      shares, or fails to provide such information
                      as is described in Paragraph 3 below, then,
                      unless the Committee determines otherwise,
                      the Participant's RSA or portion thereof
                      shall be automatically terminated, cancelled,
                      and rendered null and void as of the
                      Expiration Date without any action on the
                      part of the Company, and the Company shall be
                      deemed to have exercised its repurchase
                      option without the requirement of any
                      payment, and shall be entitled to the return
                      from such Participant (or the Participant's
                      designated beneficiary or the Secretary of
                      the Company) of any share certificate(s)
                      issued in respect of the Award or the
                      cancellation of any book entry memo position
                      maintained by the Company's transfer agent
                      and registrar with respect to a Participant's
                      RSA.

             (d)      On or before the Expiration Date, the Committee shall
                      have the authority, in its sole discretion, to determine
                      whether and to what extent, the termination provisions
                      of Subparagraph 1(c) shall cease to be effective with
                      respect to a Participant's Award in the following
                      situations:

                               (i) a Participant shall die or have a
                               termination of employment or Related Employment
                               by reason of disability or retirement (as such
                               terms are defined in the Plan and interpreted
                               and administered by the Committee); or

                               (ii) in such circumstances as the Committee, in
                               its sole discretion, shall deem appropriate if,
                               since the Award Date, a Participant has been in
                               the continuous employment of the Company or an
                               Affiliate or has undertaken Related Employment.

                                      -5-
<PAGE>

             (e)      The share certificate, if any, issued in respect of a
                      RSA shall be held in escrow by the Secretary of the
                      Company during the period up to and including the date
                      determined by the Committee pursuant to Paragraph 1(c)
                      above, unless otherwise determined by the Committee.

             2. In the event of any change in the outstanding common shares of
the Company by reason of any stock split, stock dividend, split-up, split-off,
spin-off, recapitalization, merger, consolidation, rights offering,
reorganization, combination, subdivision or exchange of shares, sale by the
Company of all or part of its assets, distribution to shareholders other than
a normal cash dividend, or other extraordinary or unusual event, or in the
event a Participant (or the Participant's designated beneficiary) receives any
shares, securities or other property in respect of the common shares which
have been awarded to a participant (including, but not limited to, by way of a
dividend or other distribution on such common shares), any such shares,
securities or other property received by a participant (or a Participant's
designated beneficiary) in respect of the common shares awarded to such
Participant shall, other than upon a Change In Control as defined in Article
V, be subject to the Company's right to receive or cancel such shares,
securities or other property from such Participant (or such Participant's
designated beneficiary) as provided in Subparagraph 1(c) above and the other
terms, conditions and restrictions specified herein to the extent that, and in
such manner as, the Committee shall determine, and if the Committee shall
determine, in its sole discretion, that such a change equitably requires an
adjustment in the terms of this Award, such adjustment may be made by the
Committee. Any such determination by the Committee under this Paragraph 2
shall be final, binding and conclusive.

             3. If the Company, in its sole discretion, shall determine that
the Company or an Affiliate or other person has incurred or will incur any
obligation to withhold any United States federal, state, local or foreign
income, employment or other taxes by reason of making of the Award to a
Participant, the transfer of common shares to a Participant (or the
Participant's designated beneficiary) pursuant thereto or the lapse or release
of the termination provisions contained in Subparagraph 1(c) above with
respect to a Participant's Award or any other restrictions upon such shares,
such Participant (or such Participant's designated beneficiary) will, promptly
upon demand therefor by the Company, pay to the Company or such Affiliate or
other person any amount demanded by it for the purpose of satisfying such
liability. If the amount so demanded is not promptly paid or if such
Participant (or such Participant's designated beneficiary) shall fail to
promptly provide the Company with any and all forms, documents or other
information reasonably required by the Company in connection with the Award,
the Company or its designee may refuse to permit the transfer of such shares
and may, without further consent by or notice to such Participant (or such
Participant's designated beneficiary), cancel the Award and the shares
otherwise issuable under the Award.



Section III

                    MASTER AGREEMENT PROVISIONS RELATING TO
                        A GRANT OF A STOCK OPTION UNDER
                        THE 1989 UK STOCK OPTION SCHEME
             (and not qualifying as an incentive stock UK Option)


1. Sections III and V of this Master Agreement, together with an Award
Schedule referring to Section III of this Master Agreement, and applicable
provisions of the 1989 UK Stock Option Scheme (the "Scheme"), shall contain
all the terms of a specific UK Stock Option ("UK Option(s)") issued to a
Participant. Each Award Schedule shall specify: the number of common shares of
the company subject to the option, the date of option grant, the option
exercise date(s), the option exercise price and any additional terms
applicable to the option. Such additional terms may address any matter deemed
appropriate by the Committee or its delegate and may include terms not
contained in this Master Agreement and or may delete terms contained in this
Master Agreement.

                                      -6-
<PAGE>
2. Subject to the provisions of this Agreement and the applicable provisions
of the Plan, a Participant may exercise this UK Option as follows:

         (a)      Unless otherwise determined by the Committee no part of this
                  UK Option may be exercised before the first Option Exercise
                  Date listed in the Award Schedule or after the expiration of
                  ten years from the Date of Grant set forth above;

         (b)      At any time or times on or after the first Option Exercise
                  Date listed in the Award Schedule, a Participant may
                  exercise this UK Option as to any number of shares which,
                  when added to the number of shares as to which a Participant
                  has theretofore exercised this UK Option, if any, will not
                  exceed one-third (33 1/3%) of the total number of shares
                  covered hereby;

         (c)      At any time or times on or after the second Option Exercise
                  Date listed above, a Participant may exercise this UK Option
                  as to any number of shares which, when added to the number
                  of shares as to which a Participant has theretofore
                  exercised this UK Option, if any, will not exceed two-thirds
                  (66 2/3%) of the total number of shares covered hereby; and

         (d)      At any time or times after the third Option Exercise Date
                  listed above and thereafter through the tenth year after the
                  Date of Grant hereof, a Participant may exercise this UK
                  Option as to any number of shares which, when added to the
                  number of shares as to which a Participant has theretofore
                  exercised this UK Option, if any, will not exceed the total
                  number of shares covered hereby.

This UK Option may not be exercised for a fraction of a common share of the
Company.


                                      -7-
<PAGE>


3. This UK Option may not be exercised by a Participant unless all of the
following conditions are met:

         (a)    Legal counsel for the Company must be satisfied at the time
                of exercise that the issuance of shares upon exercise will
                be in compliance with the Securities Act of 1933, as
                amended, and applicable United States federal, state, local
                and foreign laws;

         (b)    The Participant must pay at the time of exercise the full
                subscription price for the shares being acquired hereunder,
                by (i) paying in cash in United States dollars (which may be
                in the form of a check or promissory note, if permissible
                under Paragraph 7 below), (ii) tendering common shares owned
                by the Participant which have a fair market value equal to
                the full subscription price for the shares being acquired,
                such fair market value to be determined in such reasonable
                manner as may be provided from time to time by the Committee
                or as may be required in order to comply with the
                requirements of any applicable laws or regulations, (iii) if
                permitted by the Committee, by authorizing a third party to
                sell, on behalf of the participant, the appropriate number
                of common shares otherwise issuable to the participant upon
                the exercise of the UK Option and to remit to the Company a
                sufficient portion of the sale proceeds to pay the entire
                exercise price and any tax withholding resulting from such
                exercise, or (iv) tendering a combination of the forms of
                payment provided for in this Subparagraph; and

         (c)    The Participant must, at all times during the period
                beginning with the Date of Grant of this UK Option specified
                above and ending on the date of such exercise, have been
                employed by the Company or an Affiliate (as defined in the
                Scheme) or have been engaged in a period of Related
                Employment (as defined in the Scheme). However, if a
                Participant ceases to be so employed or terminates a period
                of Related Employment by reason of a Participant's
                disability or retirement (as such terms are defined in the
                Scheme and interpreted and administered by the Committee)
                while holding this UK Option which has not expired and has
                not been fully exercised, a Participant may, at any time
                within five years of the date of the onset of such
                disability (but in no event after the expiration of this UK
                Option under Paragraph 2(a) above with respect to ten years
                from the Date of Grant), or in the case of retirement until
                the expiration of this UK Option under Paragraph 2(a),
                exercise this UK Option with respect to the number of
                shares, after giving full effect to the gradual vesting
                provisions of Paragraph 2 above, as to which a Participant
                could have exercised the UK Option on the date of the onset
                of such disability or retirement, or with respect to such
                number of shares adjusted pursuant to Clause 8 of the
                Scheme, and any remaining portion of this UK Option shall be
                canceled by the Company. In the event a Participant's
                employment by the Company and its Affiliates or a
                Participant's Related Employment terminates for reasons
                other than disability or retirement as described in this
                Subparagraph 3(c) or death as described in Paragraph 4
                below, this UK Option shall be canceled by the Company.

4. Except as otherwise determined by the Committee, a Participant may not
sell, assign, transfer, pledge, hypothecate or otherwise dispose of this UK
Option, except by will or the laws of descent and distribution and is
exercisable during the Participant's lifetime only by a Participant. If a
Participant or anyone claiming under or through a Participant attempts to
violate this Paragraph 4, such attempted violation shall be null and void and
without effect, and the Company's obligation to make any further payments
hereunder shall terminate. If at the time of the Participant's death this UK
Option has not been fully exercised, the Participant's estate or any person
who acquires the right to exercise this UK Option by bequest or inheritance or
by reason of the Participant's death may, at any time within five years after
the date of the Participant's death (but in no event after the expiration of
this UK Option under Paragraph 2(a) above with respect to ten years from the
Date of Grant or expiration under the time periods described in Paragraph 3(c)
above with respect to disability or retirement), exercise this UK Option with
respect to the number of shares, after giving full effect to the gradual
vesting provisions of Paragraph 2 above, as to which a Participant could have
exercised this UK Option at the time of the Participant's death, or such
number of shares adjusted pursuant to Clause 8 of the Scheme, and any

                                      -8-
<PAGE>
remaining portion of this UK Option shall be canceled by the Company. The
Committee may, in its discretion, provide the Participant's estate, or any
person acquiring the right to exercise this Option upon the Participant's
death, a minimum of six months to exercise this Option without regard to the
expiration of this Option under 3(a) above. The applicable requirements of
Paragraph 3 above must be satisfied at the time of such exercise.

5. In the event of any change in the outstanding common shares of the Company
by reason of any stock split, stock dividend, split-up, recapitalization,
merger, consolidation, rights offering, reorganization, combination,
subdivision or exchange of shares, sale by the Company of all or part of its
assets, distribution to shareholders other than a normal cash dividend or
other extraordinary or unusual event occurring after the Date of Grant
specified above and prior to its exercise in full, the number and kind of
shares for which this UK Option may then be exercised and the subscription
price per share may or may not be adjusted so as to reflect such change, all
as determined by the Committee in its sole discretion subject to the prior
approval of the Inland Revenue in writing. In the event that the Company or
any of its Affiliates is a participant in a corporate merger, consolidation or
other similar transaction, neither the Company nor such Affiliate shall be
obligated to cause any other participant in such transaction to assume this UK
Option or to substitute a new UK Option for this UK Option.

6. It shall be a condition to the obligation of the Company to furnish common
shares upon exercise of a UK Option (a) that a Participant (or any person
acting under Paragraph 4 above) pay to the Company or its designee, upon its
demand, in accordance with Clause 5(b) of the Scheme, such amount as may be
demanded for the purpose of satisfying its obligation or the obligation of any
of its Affiliates or other person to withhold United Kingdom taxes, United
States federal, state, local or foreign income, employment or other taxes
incurred by reason of the exercise of this UK Option or the transfer of shares
thereupon and (b) that a Participant (or any person acting under Paragraph 4
above) provide the Company with any forms, documents or other information
reasonably required by the Company in connection with the grant. If the amount
requested for the purpose of satisfying the withholding obligation is not
paid, the Company may refuse to furnish common shares upon exercise of this UK
Option.

7. In accordance with the provisions of the Scheme, if a Participant is or
becomes a member of senior management and meets the eligibility requirements
on the date of the UK Option exercise, as defined by the Committee, upon a
Participant's request, the Company may assist a Participant in obtaining
financing from the Company or one of its Affiliates or from a bank or other
third party, in such amount as is required to permit the exercise of this UK
Option and/or the payment of any taxes required to be withheld by the Company
in respect thereof.

8. It is hereby certified that this instrument falls within category L in the
Schedule to the Stamp Duty (Exempt Instruments) Regulations 1987.

9. The terms of this UK Option are subject to the terms of the Scheme, which
provides that the Committee may at any time alter or add to the terms of any
UK Option granted under the Scheme, and if such an alteration or amendment is
made at a time when the Scheme is approved by the Inland Revenue under
Schedule 9 to the Taxes Act 1988, the approval will not thereafter have effect
unless the Inland Revenue has approved the alteration or addition; provided
that no alteration or addition to the terms of any UK Option granted under the
Scheme (other than one which causes the Scheme to cease to hold Inland Revenue
approval under Schedule 9) shall adversely affect in a material manner any
right of a Participant with respect to any UK Option granted hereunder without
a Participant's written consent, unless the Committee determines in its sole
discretion that there have occurred or are about to occur significant changes
in a Participant's position, duties or responsibilities, or significant
changes in economic, legislative, regulatory, tax, accounting or cost/benefit
conditions which are determined by the Committee in its sole discretion to
have or to be expected to have a substantial effect on the performance of the
Company, or any subsidiary, Affiliate, division or department thereof, on the
Plan, the Scheme or on this UK Option. The Committee reserves the right to
make amendments which will result in the Inland Revenue approval not having
effect if it in its sole discretion considers that this is in the interests of
the Company or any of its Affiliates.

                                      -9-
<PAGE>
Section IV


                    MASTER AGREEMENT PROVISIONS RELATING TO
                         AWARDS OF A LETTER OF INTENT


Sections IV and V of this Master Agreement, together with an Award Schedule
referring to Section IV of this Master Agreement, shall contain the terms of a
specific Letter of Intent ("LOI") issued to a Participant. Each Award Schedule
shall specify: the number of common shares of the Company to be awarded, the
date of the Award (the "LOI Date"), the Expiration Date (as defined below) and
any additional terms applicable to the Award. Such additional terms may
address any matter deemed appropriate by the Committee or its delegate and may
include terms not contained in this Master Agreement and/or may delete terms
contained in this Master Agreement.

         1.       Subject to the provisions of the Plan and the following
                  terms, conditions and restrictions herein set forth, the
                  Company will issue to a Participant a certificate for the
                  number of common shares of the Company having a par value of
                  $.60 per share (the "common shares") specified in an Award
                  Schedule as promptly as practicable after the last day of a
                  period of four years from the LOI Date (the "Restricted
                  Period"):

         (a)      Except  as  otherwise  determined  by the  Committee,  rights
                  under a LOI may not be  sold,  assigned,  transferred,
                  pledged,  hypothecated or otherwise disposed of, except by
                  will or the laws of descent and distribution,  on or before
                  the last day of the  Restricted  Period and prior to the
                  subsequent  issuance to a Participant  (or, in the event of a
                  Participant's death, the Participant's designated beneficiary)
                  of a certificate for such common shares free of any
                  legend or other transfer  restriction relating to the terms,
                  conditions and restrictions  provided for in this Master
                  Agreement.  If a Participant or anyone claiming under or
                  through a Participant  attempts to violate this  Subparagraph
                  1(a),  such attempted  violation shall be null and void and
                  without effect,  and the Company's  obligations  hereunder
                  shall terminate.

         (b)      If (i) a  Participant's  continuous  employment  with the
                  Company and its  Affiliates  (as defined in the Plan) shall
                  terminate  for any  reason  on or  before  the last day of
                  the  Restricted  Period,  except  for a period  of  Related
                  Employment  (as  defined in the Plan),  and except as
                  provided  in  Subparagraph  1(c) below or (ii) within the
                  period following the last day of the Restricted Period as
                  determined by the Committee, a Participant (or such
                  Participant's designated  beneficiary)  has not paid to the
                  Company or such  Affiliate or other person an amount equal
                  to any United States federal,  state,  local or foreign
                  income,  employment or other taxes which the Company
                  determines is required to be withheld in respect of such
                  shares,  or fails to provide such  information as is
                  described in Paragraph 3 below, then,  unless the Committee
                  determines  otherwise,  the  Participant's  LOI or portion
                  thereof shall be automatically terminated,  cancelled,  and
                  rendered null and void as of the last day of the Restricted
                  Period without any action on the part of the Company.

         (c)      If a Participant  shall, on or before the last day of the
                  Restricted  Period,  die or have a termination of employment
                  or Related  Employment by reason of disability  or retirement
                  (as such terms are defined in the Plan and  interpreted
                  and  administered  by the  Committee),  or by  reason  of
                  such  other  circumstances  as the  Committee,  in its  sole
                  discretion,  shall deem appropriate,  after a Participant
                  have been, since the LOI Date, in the continuous  employment
                  of the Company or an Affiliate or have undertaken Related
                  Employment,  the Committee,  in its sole discretion,  shall
                  determine  whether and to what extent,  if any, the Company's
                  right as specified in  Subparagraph  1(b) above (and in
                  any and all other terms,  conditions  and  restrictions
                  imposed  hereby) shall lapse and cease to be  effective.  The
                  Company's  right specified in  Subparagraph  1(b) above
                  shall be exercisable at such time as to the remaining  shares,
                  if any.

                                      -10-
<PAGE>

         (d)      From time to time during the Restricted Period, the Company
                  shall pay to a Participant an amount of cash equal to the
                  regular quarterly cash dividend paid by the Company on a
                  number of common shares of the Company equal to the number
                  of common shares remaining to be issued to a Participant
                  hereunder less any applicable United States federal, state,
                  local or foreign income, employment or other taxes that the
                  Company determines are required to be withheld therefrom.
                  The Company's obligation to make such payment shall cease
                  with respect to any common shares at such time as the
                  Company's right becomes exercisable with respect thereto
                  pursuant to Subparagraph 1(b) or 1(c) above.

         2.       In the event of any change in the outstanding common shares
                  of the Company by reason of any stock split, stock dividend,
                  split-up, split-off, spin-off, recapitalization, merger,
                  consolidation, rights offering, reorganization, combination,
                  subdivision or exchange of shares, sale by the Company of
                  all or part of its assets, distribution to shareholders
                  other than a normal cash dividend, or other extraordinary or
                  unusual event occurring after the LOI Date and on or before
                  the last day of the Restricted Period and prior to the
                  issuance of a share certificate to a Participant, the terms
                  of this LOI may be adjusted in such manner, if any, as the
                  Committee in its sole discretion determines is equitably
                  required, and any such determination by the Committee shall
                  be final, binding and conclusive.

         3.       If the Company, in its sole discretion, shall determine that
                  the Company or an Affiliate or other person has incurred or
                  will incur any obligation to withhold any United States
                  federal, state, local or foreign income, employment or other
                  taxes by reason of the issuance or operation of this LOI, a
                  Participant (or, in the event of a Participant's death, the
                  legal representatives of a Participant's estate) will,
                  promptly upon demand therefor by the Company, pay to the
                  Company or such Affiliate or other person, in accordance
                  with Subparagraph 18(f) of the Plan, any amount demanded by
                  it for the purpose of satisfying such obligation. If the
                  amount so demanded is not promptly paid or if a Participant
                  (or, in the event of a Participant's death, the legal
                  representatives of a Participant's estate) shall fail to
                  promptly provide the Company with any and all forms,
                  documents or other information reasonably required by the
                  Company in connection with this LOI, the Company or its
                  designee may refuse to permit the transfer of any common
                  shares and the distribution of any proceeds and may, without
                  further consent by or notice to a Participant (or, in the
                  event of a Participant's death, the legal representatives of
                  a Participant's estate) cancel its agreement to issue to a
                  Participant any common shares and cancel any shares
                  otherwise issuable hereunder.



                                      -11-
<PAGE>


Section V

                MASTER AGREEMENT COMMON PROVISIONS RELATING TO
                          MORE THAN ONE FORM OF AWARD


1. Notwithstanding anything in this Agreement to the contrary (except for the
provision dealing with a limitation under Section 280G of the Internal Revenue
Code of 1986, as amended), upon a Change in Control (as defined below), the
awardholder shall immediately be:

(a) with respect to any Option or UK Option issued pursuant to the Option or
UK Option provisions of this Agreement, 100% vested in the total number of
shares covered thereby such that they shall be fully exercisable;

(b) with respect to any RSA issued pursuant to the RSA provisions of this
Agreement, 100% vested in the total number of shares covered thereby such that
they shall no longer be subject to any transfer restrictions imposed by this
Agreement; and

(c) with respect to any LOI issued pursuant to the LOI provisions of this
Agreement, entitled to receive the total number of shares covered thereby such
that they shall no longer be subject to any restrictions on issuance imposed
by this Agreement.

The Committee may not amend or delete this section of this Agreement in a
manner that is detrimental to the awardholder, without his written consent.


2. A "Change in Control" means the happening of any of the following:

                  (a) Any individual, entity or group (a "Person") (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) becomes the beneficial
         owner (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of 25% or more of either (i) the then outstanding
         common shares of the Company (the "Outstanding Company Common
         Shares") or (ii) the combined voting power of the then outstanding
         voting securities of the Company entitled to vote generally in the
         election of directors (the "Outstanding Company Voting Securities");
         provided, however, that such beneficial ownership shall not
         constitute a Change in Control if it occurs as a result of any of the
         following acquisitions of securities: (i) any acquisition directly
         from the Company, (ii) any acquisition by the Company or any
         corporation, partnership, trust or other entity controlled by the
         Company (a "Subsidiary"), (iii) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by the
         Company or any Subsidiary or (iv) any acquisition by any corporation
         pursuant to a reorganization, merger or consolidation, if, following
         such reorganization, merger or consolidation, the conditions
         described in clauses (i), (ii) and (iii) of subsection (c) of this
         CHANGE IN CONTROL Section are satisfied. Notwithstanding the
         foregoing, a Change in Control shall not be deemed to occur solely
         because any Person (the "Subject Person") became the beneficial owner
         of 25% or more of the Outstanding Company Common Shares or
         Outstanding Company Voting Securities as a result of the acquisition
         of Outstanding Company Common Shares or Outstanding Company Voting
         Securities by the Company which, by reducing the number of
         Outstanding Company Common Shares or Outstanding Company Voting
         Securities, increases the proportional number of shares beneficially
         owned by the Subject Person; provided, that if a Change in Control
         would be deemed to have occurred (but for the operation of this
         sentence) as a result of the acquisition of Outstanding Company
         Common Shares or Outstanding Company Voting Securities by the
         Company, and after such share acquisition by the Company, the Subject
         Person becomes the beneficial owner of any additional Outstanding
         Company Common Shares or Outstanding Company Voting Securities which
         increases the percentage of the Outstanding Company Common Shares or
         Outstanding Company Voting Securities beneficially owned by the
         Subject Person, then a Change in Control shall then be deemed to have
         occurred; or

                                      -12-
<PAGE>

                  (b) Individuals who, as of the date hereof, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by the Company's shareholders, was approved
         by a vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of either an actual or threatened election contest or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board, including by reason of agreement
         intended to avoid or settle any such actual or threatened contest or
         solicitation; or

                  (c) The consummation of a reorganization, merger or
         consolidation, in each case, unless, following such reorganization,
         merger or consolidation, (i) more than 60% of, respectively, the then
         outstanding shares of common stock of the corporation resulting from
         such reorganization, merger or consolidation 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
         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 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 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

                  (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 60% 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 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 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 and the combined voting power of the then
         outstanding voting securities of such corporation 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 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

                                      -13-
<PAGE>

                  (e) Approval by the shareholders of the Company of a
         complete liquidation or dissolution of the Company.

         3. Notwithstanding any other provision of this Agreement to the
         contrary, if all or any portion of the payments or benefits to which
         the participant will be entitled under this Agreement, either alone
         or together with other payments or benefits which the participant
         receives or is entitled to receive directly or indirectly from the
         Company or any of its subsidiaries or any other person or entity that
         would be treated as a payor of parachute payments as hereinafter
         defined, under any other plan, agreement or arrangement, would
         constitute a "parachute payment" within the meaning of Section 280G
         of the Internal Revenue Code of 1986, as amended (the "Code") or any
         successor provision thereto and the regulations thereunder (except
         that "2.95" shall be used instead of "3" under Section
         280G(b)(2)(A)(ii) of the Code or any successor provision thereto),
         such payment or benefits provided to the participant under this
         Agreement, and any other payments or benefits which the participant
         receives or is entitled to receive directly or indirectly from the
         Company or any of its subsidiaries or any other person or entity that
         would be treated as a payor of parachute payments as hereinafter
         defined, under any other plan, agreement or arrangement which would
         constitute a parachute payment, shall be reduced (but not below zero)
         as described below to the extent necessary so that no portion thereof
         would constitute such a parachute payment as previously defined
         (except that "2.95" shall be used instead of "3" under Section
         280G(b)(2)(A)(ii) of the Code or any successor provision thereto).

         Whether payments or benefits to the participant are to be reduced
         pursuant to the first sentence of this paragraph, and the extent to
         which they are to be so reduced, will be determined by the firm
         serving, immediately prior to the Change in Control, as the Company's
         independent auditors, or if that firm refuses to serve, by another
         qualified firm, whether or not serving as independent auditors,
         designated by the Administration Committee under the American Express
         Senior Executive Severance Plan (the "Firm"). The Firm will be paid
         reasonable compensation by the Company for such services. If the Firm
         concludes that its determination is inconsistent with a final
         determination of a court or the Internal Revenue Service, the Firm
         shall, based on such final determination, redetermine whether the
         amount payable to the participant should have been reduced and, if
         applicable, the amount of any such reduction. If the Firm determines
         that a lesser payment should have been made to the participant, then
         an amount equal to the amount of the excess of the earlier payment
         over the redetermined amount (the "Excess Amount") will be deemed for
         all purposes to be a loan to the participant made on the date of the
         participant's receipt of such Excess Amount, which the participant
         will have an obligation to repay to the Company on the fifth business
         day after demand, together with interest on such amount at the lowest
         applicable Federal rate (as defined in Section 1274(d) of the Code or
         any successor provision thereto), compounded semi-annually (the
         "Section 1274 Rate") from the date of the participant's receipt of
         such Excess Amount until the date of such repayment (or such lesser
         rate (including zero) as may be designated by the Firm such that the
         Excess Amount and such interest will not be treated as a parachute
         payment as previously defined). If the Firm determines that a greater
         payment should have been made to the participant, within five
         business days of such determination, the Company will pay to the
         participant the amount of the deficiency, together with interest
         thereon from the date such amount should have been paid to the date
         of such payment, at the Section 1274 Rate (or such lesser rate
         (including zero) as may be designated by the Firm such that the
         amount of such deficiency and such interest will not be treated as a
         parachute payment as previously defined). If a reduction is to be
         made pursuant to this paragraph, the Firm will have the right to
         determine which payments and benefits will be reduced as described
         below based on the following hierarchy from the first to be reduced
         to the last (or on such other hierarchy chosen by the Firm in its
         sole discretion), either those under this Agreement alone or such
         other payments or benefits which the participant receives or is
         entitled to receive directly or indirectly from the Company or any of

                                      -14-
<PAGE>
         its subsidiaries or any other person or entity that would be treated
         as a payor of parachute payments as previously defined, under any
         other plan, agreement or arrangement:

         (I)   nonqualified stock option awards;

         (II)  restricted stock awards, awards in lieu of restricted stock
               awards, and restricted stock units;

         (III) amounts payable under deferred compensation
               (including, but not limited to, base salary, cash
               bonus or annual incentive awards, and long-term
               incentive awards) programs;

         (IV)  any other  awards or amounts  not  described  in (I),
               (II) or (III)  above that would be payable or provided
               upon a Change in Control;

         (V)   amounts payable under severance benefit plans;

         (VI)  amounts payable under annual incentive (e.g., cash
               bonus) plans;

         (VII) portfolio grant awards and performance grant
               awards;

         (VIII)amounts payable under employee welfare benefit
               plans, such as life insurance plans (including, but
               not limited to, the American Express Key Executive
               Life Insurance Plan);

         (IX)  amounts payable under nonqualified employee pension
               benefit plans; and

         (X)   any other awards or amounts not described in (V),
               (VI), (VII), (VIII) or (IX) above that would be
               payable or provided upon a termination of
               employment that occurs within two years after a
               Change in Control as described in the Change in
               Control provision above.

The payments and benefits subject to reduction pursuant to this paragraph
include one or more attributes thereof, including, but not limited to,
acceleration of the time for the vesting or payment thereof and the crediting
of additional interest equivalents thereunder. Such reduction may be effected
by the reduction or elimination, in whole or in part, of any such payment or
benefit (including any or all attributes thereof). If a payment or benefit
(including any or all attributes thereof) is reduced in part, the remaining
portion of the payment or benefit (including any or all attributes thereof)
will continue in full force and effect under the provisions of such payment or
benefit (including any or all attributes thereof) as if the Change in Control
did not occur and without regard to such reduction or elimination. Nothing in
the preceding three sentences of this paragraph is intended or should be
interpreted to change the calculated reduction amounts and procedure of this
paragraph.

4. The terms of any RSA, Option or LOI (including terms under the applicable
Master Agreement or any Award Schedule) may be amended from time to time by
the Committee in its sole discretion in any manner that it deems appropriate
(including, but not limited to, acceleration of the date of payments
thereunder); provided, however, that no such amendment shall adversely affect
in a material manner any right of a Participant under such RSA, Option or LOI
without the written consent of such Participant, unless the Committee
determines in its sole discretion that there have occurred or are about to
occur significant changes in such Participant's position, duties or
responsibilities, or significant changes in economic, legislative, regulatory,
tax, accounting or cost/benefit conditions which are determined by the
Committee in its sole discretion to have or to be expected to have a
substantial effect on the performance of the Company, or any subsidiary,
affiliate, division, or department thereof, on the Plan or on a RSA, Option or
LOI under the Plan; provided, further, however, that the Committee shall not
have the authority to amend any Option held by any executive officer of the
Company as defined in rule 3(b)(7) under the Securities Exchange Act of 1934
so that the amount of compensation an executive officer could receive is not
based solely on an increase in the value of common shares of the Company, or
to otherwise amend any Award issued to such executive officer if the amendment
would cause compensation payable thereunder to be nondeductible under section
162(m) of the Internal Revenue Code of 1986, as amended (or any successor
provision) or regulations thereunder assuming such executive officer is a
covered employee for purposes of such section.

                                      -15-
<PAGE>

5. Subject to the provisions of the Plan, a Participant may, by completing a
form acceptable to the Company and returning it to the Corporate Secretary's
Office in New York City, name a beneficiary or beneficiaries to receive any
payment or exercise any rights to which such Participant may become entitled
under an Award in the event of such Participant's death. A Participant may
change his or her designated beneficiary or beneficiaries from time to time by
submitting a new form to the Corporate Secretary's Office in New York City, to
the extent permitted by law (for example, unless such Participant has made a
prior irrevocable designation). If a Participant does not designate a
beneficiary, or if no designated beneficiary is living on the date any amount
becomes payable under an Award, such payment will be made to the legal
representatives of such Participant's estate, which will be deemed to be the
Participant's designated beneficiary under the Award.

6. If the Company, in its sole discretion, shall determine that the listing
upon any securities exchange or registration or qualification under any United
States federal, state, local or foreign law of any common shares to be
delivered pursuant to an Award is necessary or desirable, delivery of such
shares shall not be made in common shares until such listing, registration or
qualification shall have been completed. Until a certificate for some or all
of the common shares subject to an LOI is issued to a Participant, a
Participant shall have no rights as a shareholder of the Company and, in
particular, shall not be entitled to vote such common shares or to receive any
dividend or other distribution paid in respect thereof.

7. Notwithstanding anything to the contrary contained herein, the Committee,
in its sole discretion, may approve and the Company may issue RSAs, Options,
UK Options, or LOIs that are not governed by the provisions contained in this
Master Agreement.

8. Any action taken or decision made by the Company, the Board, or the
Committee or its delegates arising out of or in connection with the
construction, administration, interpretation or effect of any provision of the
Plan, the Scheme or this Master Agreement shall lie within its sole and
absolute discretion, as the case may be, and shall be final, conclusive and
binding on the Participant and all persons claiming under or through the
Participant. By receipt of such Awards or other benefit under the Plan, the
Participant and each person claiming under or through the Participant shall be
conclusively deemed to have indicated acceptance and ratification of, and
consent to, any action taken under the Plan or the Scheme, by the Company, the
Board or the Committee or its delegates.

9. The validity, construction, interpretation, administration and effect of
the Plan or the Scheme and of its rules and regulations, and rights relating
to the Plan or the Scheme, and to any Award issued under this Master
Agreement, shall be governed by the substantive laws, but not the choice of
law rules, of the State of New York, in the United States of America.

10. The Committee may rescind, without further notice to the Participant, any
Award issued to the Participant under the Plan in duplicate, or in error, as
determined in the sole discretion of the Committee.

11. As used in this Section V, "Award" shall mean any long-term incentive
award issued under the Plan and subject to the terms of this Master Agreement.

12. Any Award issued under this Master Agreement is subject to the terms of
the Detrimental Conduct Provisions established by the Committee, and as from
time to time amended.

                                      -16-