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

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

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

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


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

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

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


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

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

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

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

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

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

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

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            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.

      (II)  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
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            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
            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

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            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, 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.

   4. Section VIII is hereby amended by adding a new Subsection (C), read
      as follows:

         (C)(1) This Subsection (C) shall apply in the event of a Change in
                Control, as defined herein.

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         (2)   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 (5) 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.

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

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               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
               marginal 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.

          (4)  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

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               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). 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.

          (5)  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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