ACTION TO AMEND
                            IDS CURRENT SERVICE
                         DEFERRED COMPENSATION PLAN

RESOLVED, that pursuant to Section 5(f) of the IDS Current Deferred
Compensation Plan (the "Plan"), the Plan is hereby amended as follows:

     1.   Section 8 is hereby added to the Plan to read as follows:

     8.   Major Transaction
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          (a)  This Section (8) 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


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               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
               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:

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               (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 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 indirectly
               from the Company or any of its subsidiaries or any other

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               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-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

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               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.


     2.   Section 9 is added to the Plan as follows:

          9.   Change in Control Payments
               --------------------------

               (a) This Section 9 shall apply in the event in a Change in
               Control, as defined in paragraph 7 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, 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

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               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 Person (as
               such term is defined in definition of a Change in Control)
               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 account-

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               ing 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 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 Firm
               will be paid reasonable compensation by the Company for its
               services.

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               (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 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



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               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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