AMENDMENT TO THE
                              AMERICAN EXPRESS
                   PAY FOR PERFORMANCE DEFERRAL PROGRAMS

RESOLVED, that American Express Company's (the "Company") Pay for
Performance Deferral Programs for 1994 - 1999 (the "Programs"), are hereby
amended, effective as of February 28, 2000, as follows:

     The following new paragraphs are added to the Programs:

     1.   Definition of Change in Control
          -------------------------------
          A Change in Control shall have a meaning as set forth below:

     (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

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          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

     (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 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

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          of directors is then beneficially owned, directly or indirectly,
          by all or substantially all of the individuals and entities who
          were the beneficial owners, respectively, of the Outstanding
          Company Common Shares and Outstanding Company Voting Securities
          immediately prior to such reorganization, merger or
          consolidation, in substantially the same proportions as their
          ownership immediately prior to such reorganization, merger or
          consolidation of such Outstanding Company Common Shares and
          Outstanding Company Voting Shares, as the case may be, (ii) no
          Person (excluding the Company, any employee benefit plan (or
          related trust) of the Company, a Subsidiary or such corporation
          resulting from such reorganization, merger or consolidation or
          any parent or a subsidiary thereof, and any Person beneficially
          owning, immediately prior to such reorganization, merger or
          consolidation, directly or indirectly, 25% or more of the
          Outstanding Company Common Shares or Outstanding Company Voting
          Securities, as the case may be) beneficially owns, directly or
          indirectly, 25% or more of, respectively, the then outstanding
          shares of common stock of the corporation resulting from such
          reorganization, merger or consolidation (or any parent thereof)
          or the combined voting power of the then outstanding voting
          securities of such corporation entitled to vote generally in the
          election of directors and (iii) at least a majority of the
          members of the board of directors of the corporation resulting
          from such reorganization, merger or consolidation (or any parent
          thereof) were members of the Incumbent Board at the time of the
          execution of the initial agreement or action of the Board
          providing for such reorganization, merger or consolidation; or

          (d) The consummation of the sale, lease, exchange or other
          disposition of all or substantially all of the assets of the
          Company, unless such assets have been sold, leased, exchanged or
          disposed of to a corporation with respect to which following such
          sale, lease, exchange or other disposition (A) more than 50% of,
          respectively, the then outstanding shares of common stock of such
          corporation and the combined voting power of the then outstanding
          voting securities of such corporation (or any parent thereof)
          entitled to vote generally in the election of directors is then
          beneficially owned, directly or indirectly, by all or
          substantially all of the individuals and entities who were the
          beneficial owners, respectively, of the Outstanding Company
          Common Shares and Outstanding Company Voting

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          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 (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

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

     2.   Additional Interest and Payout upon A Change in Control
          -------------------------------------------------------

          Notwithstanding anything to the contrary contained in the
          Programs, upon the occurrence of a Change in Control, the amounts
          credited to your participant's Deferral Bookkeeping Account as of
          the date of such Change in Control (including any earnings
          equivalents accrued thereon, plus interest equivalents for an
          additional period of 24 months, based on the deferral rate in
          effect for the Program year prior to the date of the Change in
          Control, assuming all balances have been deferred for at least
          five years) shall be paid to you within five days following the
          date of such Change in Control.

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     3.   Major Transaction
          -----------------

     (a)  This paragraph (3) shall apply in the event of a Major
          Transaction (as defined below). 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 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

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               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
               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

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               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 Program, 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 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

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               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 (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-

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               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.

     (5)  Change in Control Payments

               (a) This Paragraph 5 shall apply in the event in a Change in
               Control, as defined in paragraph 1 above.

               (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 (the "Excise Tax") referred to in Section 4999 of
               the Code,


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               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 (d) 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
               Tier 1 Employee (in the event clause (i) above does not
               apply) and in the case of any other Participant, 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 a 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 Tax and
               whether any Payments are to be reduced hereunder: (i) all
               payments and benefits received or to be received by a
               Participant in connection with such Change in Control or the
               termination of such Participant's employment, whether
               pursuant to the terms of this Plan or any other plan,
               arrangement or agreement with the Company, any


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               Person (as such term is defined in Section 1.6) 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 accounting firm which was, immediately
               prior to the Change in Control, the Company's independent
               auditor, or if that firm refuses to serve, by another
               qualified firm, whether or not serving as independent
               auditors, designated by the Administration Committee (the
               "Auditor"), 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 Auditor, 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 Auditor 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

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               whether any Payments in respect of a Participant (other than
               a Tier 1 Employee) shall be reduced, the 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 Auditor 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 Auditor 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


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               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
               Auditor 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.

               (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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