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

RESOLVED, that pursuant to Section 12 of the American Express Company 1998
Incentive Compensation Plan (the "Plan"), the American Express Company 1998
Incentive Compensation Plan Master Agreement, dated April 27, 1998 (the
"Master Agreement"), is amended effective as of February 28, 2000 (the
"Effective Date"), as follows:

     1.   Section I, Subparagraph 3(c) is hereby amended, with respect to
          Options granted on or after February 28, 2000, by adding the
          following proviso to the last sentence thereof, to read as
          follows:

               ;PROVIDED, HOWEVER, with respect to Options granted on or
               after February 28, 2000, if within two years following a
               Change in Control (utilizing the definition of a Change in
               Control for Awards granted after February 28, 2000), a
               Participant is terminated under circumstances that would
               entitle the Participant to severance under an applicable
               U.S. severance Plan (other than Constructive Termination, as
               defined in the applicable plan), the Participant may, at any
               time within ninety (90) days following such termination (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), exercise this Option with respect to the number
               of shares as to which the Participant could have exercised
               this Option on the date of such termination. For any other
               Participant not covered by a U.S. severance plan, the 90 day
               extension period shall apply if the Participant is
               terminated within two years following a Change in Control
               and the Participant would have been entitled to severance
               under the applicable U.S. severance plan had the Participant
               been a U.S. employee.


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     2.   The introductory language to Subparagraph 1 of Section V is
          deleted and is hereby replaced with the following new
          introductory language:

               1.   Notwithstanding anything in this Agreement to the
                    contrary (but subject to those provisions in
                    Subparagraph 3 or 4 below which could reduce payments
                    hereunder as a result of Section 280G of the Internal
                    Revenue Code of 1986, as amended (the "Code"), upon a
                    Change in Control (as applicable to a particular
                    award), the awardholder shall immediately be:

     3.   Section V, Subparagraph 2(c), with respect to Awards granted
          prior to February 28, 2000, is hereby deleted in its entirety and
          replaced with a new Subparagraph 2(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 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, (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 Comp-

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               any 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

     4.   Section V, Subparagraph 2(d), with respect to Awards granted
          prior to February 28, 2000, is hereby deleted in its entirety and
          replaced with a new Subparagraph 2(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 60% 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 employee benefit
               plan (or related trust) of the Company or a Subsidiary of
               such corpora-

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               tion 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

     5.   Section V, Subparagraph 2(c), with respect to Awards granted on
          or after February 28, 2000, is hereby deleted in its entirety and
          replaced with a new Subparagraph 2(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

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               (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

     6.   Section V, Subparagraph 2(d), with respect to Awards granted on
          or after February 28, 2000, is hereby deleted in its entirety and
          replaced with a new Subparagraph 2(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 (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

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               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
               (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

     7. Section V, Subparagraph 3 is hereby deleted in its entirety and
        replaced with a new Subparagraph 3 to read as follows:

        (3)(a) Paragraph 3 shall apply in the event of a Major
               Transaction. A Major Transaction shall mean a transaction
               described in either Section (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

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               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:

               (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.

          (2)  The consummation of the sale, lease, exchange or other
               disposition of all or substantially all of the assets of the
               Company to a corporation with respect to which following
               such sale, lease, exchange or other disposition more
               than 50% but not more than 60% of, respectively, the then
               outstanding shares of common stock of such corporation (or
               any parent thereof) and

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               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, but only if:

               (A) 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 (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

               (B) 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.

          (b)  If all or any portion of the payments or benefits to which
               the Participant will be entitled under the Plan, 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

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               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 regulations or other
               guidance 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 Plan, 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 would constitute a "parachute payment",
               whether such payments or benefits 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 Major Transaction, 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

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               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, either those under
               this Plan 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 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.

     8.   Section V is hereby amended by adding the following new
          Subparagraph 4 to read as follows:

          4.   (a) This Subparagraph 4 shall apply in the event of a Change
               in Control (utilizing the definition of a Change in Control
               as applicable to Awards granted on or after February 28,
               2000, whether the Award giving rise to the payments or

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               benefits hereunder was granted before, on or after February
               28, 2000).

               (b) In the event that any payment or benefit received or to
               be received by a Participant hereunder in connection with a
               Change in Control or termination of such Participant's
               employment (such payments and benefits, excluding Gross-Up
               Payment (as hereinafter defined), being hereinafter referred
               to collectively as the "Payments"), will be subject to the
               excise tax referred to in Section 4999 of the Code (the
               "Excise Tax"), then (i) in the case of a Participant who is
               classified in Band 70 (or its equivalent) or above
               immediately prior to such Change in Control (a "Tier 1
               Employee"), the Company shall pay to such Tier 1 Employee,
               within five days after receipt by such Tier 1 Employee of
               the written statement referred to in paragraph (e) below, an
               additional amount (the "Gross-Up Payment") such that the net
               amount retained by such Tier 1 Employee, after deduction of
               any Excise Tax on the Payments and any federal, state and
               local income and employment taxes and Excise Tax upon the
               Gross-Up Payment, shall be equal to the Payments and (ii) in
               the case of a Participant other than a Tier 1 Employee, the
               Payments shall be reduced to the extent necessary so that no
               portion of the Payments is subject to the Excise Tax but
               only if (A) the net amount of all Total Payments (as
               hereinafter defined), as so reduced (and after subtracting
               the net amount of federal, state and local income and
               employment taxes on such reduced Total Payments), is greater
               than or equal to (B) the net amount of such Total Payments
               without any such reduction (but after subtracting the net
               amount of federal, state and local income and employment
               taxes on such Total Payments and the amount of Excise Tax to
               which the Participant would be subject in respect of such
               unreduced Total Payments); provided, however, that the
               Participant may elect in writing to have other components of
               his or her Total Payments reduced prior to any reduction in
               the Payments hereunder.

               (c) For purposes of determining whether the Payments will be
               subject to the Excise Tax, the amount of such Excise

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               Tax and whether any Payments are to be reduced hereunder:
               (i) all payments and benefits received or to be received by
               the Participant in connection with such Change in Control or
               the termination of such Participant's employment, whether
               pursuant to the terms of this Agreement or any other plan,
               arrangement or agreement with the Company, any Person (as
               such term is defined in Subparagraph 2 above) whose actions
               result in such Change in Control or any Person affiliated
               with the Company or such Person (all such payments and
               benefits, excluding the Gross-Up Payment and any similar
               gross-up payment to which a Tier 1 Employee may be entitled
               under any such other plan, arrangement or agreement, being
               hereinafter referred to as the "Total Payments"), shall be
               treated as "parachute payments" (within the meaning of
               section 280G(b)(2) of the Code) unless, in the opinion of
               the Firm, such payments or benefits (in whole or in part) do
               not constitute parachute payments, including by reason of
               section 280G(b)(2)(A) or section 280G(b)(4)(A) of the Code;
               (ii) no portion of the Total Payments the receipt or
               enjoyment of which the Participant shall have waived at such
               time and in such manner as not to constitute a "payment"
               within the meaning of section 280G(b) of the Code shall be
               taken into account; (iii) all "excess parachute payments"
               within the meaning of section 280G(b)(l) of the Code shall
               be treated as subject to the Excise Tax unless, in the
               opinion of the Firm, such excess parachute payments (in
               whole or in part) represent reasonable compensation for
               services actually rendered (within the meaning of section
               280G(b)(4)(B) of the Code) in excess of the Base Amount
               (within the meaning of section 280G(b)(3) of the Code)
               allocable to such reasonable compensation, or are otherwise
               not subject to the Excise Tax; and (iv) the value of any
               noncash benefits or any deferred payment or benefit shall be
               determined by the Firm in accordance with the principles of
               sections 280G(d)(3) and (4) of the Code and regulations or
               other guidance thereunder. For purposes of determining the
               amount of the Gross-Up Payment in respect of a Tier 1
               Employee and whether any Payments in respect of a
               Participant (other than a Tier 1 Employee) shall be reduced,
               a Participant shall be deemed to pay federal income tax at
               the highest marginal rate of federal income taxation (and
               state and local income taxes at the highest mar-

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               ginal rate of taxation in the state and locality of such
               Participant's residence, net of the maximum reduction in
               federal income taxes which could be obtained from deduction
               of such state and local taxes) in the calendar year in which
               the Gross-Up Payment is to be made (in the case of a Tier 1
               Employee) or in which the Payments are made (in the case of
               a Participant other than a Tier 1 Employee). The Firm will
               be paid reasonable compensation by the Company for its
               services.

               (d) In the event that the Excise Tax is finally determined
               to be less than the amount taken into account hereunder in
               calculating the Gross-Up Payment, 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 Tier 1 Employee made on the
               date of the Tier 1 Employee's receipt of such Excess Amount,
               which the Tier 1 Employee 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
               Tier 1 Employee'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). In the event that the Excise Tax is
               finally determined to exceed the amount taken into account
               hereunder in calculating the Gross-Up Payment (including by
               reason of any payment the existence or amount of which
               cannot be determined at the time of the Gross-Up Payment),
               within five business days of such determination, the Company
               will pay to the Tier 1 Employee an additional amount,
               together with interest thereon from the date such additional
               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

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               treated as a parachute payment as previously defined). The
               Tier 1 Employee and the Company shall each reasonably
               cooperate with the other in connection with any
               administrative or judicial proceedings concerning the amount
               of any Gross-Up Payment.

               (e) As soon as practicable following a Change in Control,
               the Company shall provide to each Tier 1 Employee and to
               each other Participant with respect to whom it is proposed
               that Payments be reduced, a written statement setting forth
               the manner in which the Total Payments in respect of such
               Tier 1 Employee or other Participant were calculated and the
               basis for such calculations, including, without limitation,
               any opinions or other advice the Company has received from
               the Firm or other advisors or consultants (and any such
               opinions or advice which are in writing shall be attached to
               the statement).

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