AMENDMENT OF
AMERICAN EXPRESS
KEY EXECUTIVE LIFE INSURANCE PLAN
RESOLVED, that pursuant to Section 10.01 of the American Express Company Key Executive Life Insurance
Plan (the "Plan"), the Plan is amended effective as of February 28, 2000 (the "Effective Date"), as follows:
1. Article II, Section 2.19, Subsection (c) of the Plan is hereby deleted in its entirety and replaced with a new
Subsection (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
(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 sto