EXHIBIT 4.6
EXCERPT OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
AMERICAN EXPRESS COMPANY
RESOLVED, that pursuant to the applicable provisions of
the American Express Incentive Savings Plan (the "AXP ISP") and
effective as of the date hereof, the last sentence of Section 4.6
of the AXP ISP is hereby amended to read as follows:
In addition, if in the opinion of the Investment
Committee circumstances so require, the Investment
Committee may direct the Trustee, either until
otherwise notified or for a specified period of
time, to suspend the purchase and sale of common
shares of the Company or of any other Investment
Account under the Plan, and to invest all or any
part of the Company Stock Account or of such other
Investment Account in such short-term investments
(including, but not limited to, one or more short-
term investment funds maintained by the Trustee) as
the Investment Committee deems appropriate.
Amendment of AXP Benefit Plans Relating to LBH Spin-off
RESOLVED, that, effective as of, and subject to, the 1994
distribution of common stock of Lehman Brothers Holdings Inc. by
the Company to its common shareholders in a spin-off transaction,
the Board of Directors of the Company hereby approves the
following employee benefit plan amendments:
1. The American Express Incentive Savings Plan is
hereby amended by adding the following Article
Seventeen to the end thereof:
"ARTICLE SEVENTEEN
SPECIAL PROVISION FOR MEMBERS WHO TRANSFER TO
LEHMAN BROTHERS HOLDINGS INC.
17.1 Effective as of the date of the 1994 distribution of
common stock of Lehman Brothers Holdings Inc.
("LBHI") by the Company to its common shareholders
in a spin-off transaction (the "Distribution"), the
amounts credited to the accounts of Members under
the Plan, who at the time of such Distribution are
employees of LBHI or its subsidiaries, shall be
deemed to be fully vested in the Members,
notwithstanding the provisions of Paragraph 6.2
above."
2. The American Express Retirement Plan is hereby
amended by adding the following Article XX to the
end thereof:
"ARTICLE XX
CREDIT FOR VESTING SERVICE RELATED TO SPIN-OFF
A. Effective as of the date of the 1994 distribution of
common stock of Lehman Brothers Holdings Inc.
("LBHI") by the Company to its common shareholders
in a spin-off transaction (the "Distribution"),
continued employment with LBHI or its subsidiaries
by former Employees of Employing Companies under the
Plan, who at the time of such Distribution are
employees of LBHI or its subsidiaries, shall be
counted solely for vesting purposes under the Plan,
notwithstanding the provisions of Article IV,
Paragraph B above."
ARTICLE 16
SPECIAL PROVISIONS FOR FORMER
PARTICIPANTS IN EPSILON DATA MANAGEMENT, INC.
401(k) PROFIT-SHARING PLAN AND TRUST
16.1 Applicability of Article 16. Effective as of May
31, 1993 (the "Merger Date"), the Epsilon Data
Management, Inc. 401(k) Profit-Sharing Plan (the
"Epsilon Plan") was merged into this Plan. The
provisions of this Article 16 shall apply only with
respect to Members who were participants in the
Epsilon Plan as of the Merger Date (the "Epsilon
Members"). References to the provisions of the
Plan, other than this Article 16, shall be made in
determining any rights or requirements under the
Plan not otherwise provided in this Article 16.
16.2 Minimum Vesting Percentage. As of the Merger Date,
the extent to which an Epsilon Member shall be
vested in amounts credited to his account under the
Plan which are attributable to matching
contributions made under the Epsilon Plan ("Epsilon
Matching Contributions") shall not be less than the
percentage determined under Section 4.1 of the
Epsilon Plan as of such date.
16.3 Pre-retirement Distributions. If the Plan
membership of an Epsilon Member is terminated for
any reason other than one of those described in
Paragraph 8.1 or 8.2, such Member shall be permitted
to receive payment of amounts credited to his
account under the Plan which are attributable to
contributions under the Epsilon Plan at the times
and in the forms permitted under Section 6.1 of the
Epsilon Plan, in addition to any rights of such
Member to receive his benefits paid in accordance
with Paragraph 8.4 of this Plan.
Certificate of Amendment of the American Express
Stock Ownership Plan and the American Express
Incentive Savings Plan
WHEREAS, American Express Company, a New York
corporation (the "Company"), established the American Express
Stock Ownership Plan, effective as of January 1, 1982 (the
"SOP"); and
WHEREAS, the Company established the American
Express Incentive Savings Plan, effective as of June 11, 1973
(the "ISP"); and
WHEREAS, the Company has amended the SOP and ISP
from time to time thereafter; and
WHEREAS, the SOP provides that SOP members (the
"Members") who are "Qualifying Members" within the meaning of
Section 1.32 of the SOP may direct that a portion of their SOP
account (the "Amount") may be distributed to them; and
WHEREAS, to facilitate the administration of the
Company's tax qualified retirement plans the Company desires
that, in lieu of permitting Qualifying Members to direct the
distribution of their Amounts to them from the SOP, the SOP be
amended to permit Qualifying Members to transfer the Amount to
the American Express Incentive Savings Plan (the "Plan"),
following which such Amount shall be distributed to the
Qualifying Member on the same basis and subject to the same terms
and conditions it would have been subject to under the provisions
of the SOP prior to this amendment; and
WHEREAS, the Company desires to amend the ISP to
provide that the ISP will (i) accept asset transfers from the SOP
to the ISP directed by "Qualified Members" pursuant to
subparagraph 8.1.3(i) of the SOP and (ii) distribute the amounts
so transferred to the Qualified Members; and
WHEREAS, Article Thirteen of the ISP and Article
Thirteen of the SOP authorize the Company to amend the ISP and
SOP;
NOW, THEREFORE, the SOP and ISP are hereby amended
as follows:
1. Subparagraph 8.1.3 of the SOP is hereby amended
to read:
"8.1.3 Investment Options.
(i) At the election of the Qualified Member,
the Plan shall transfer (notwithstanding
Section 409(d) of the Code) the portion of
the Member's Plan Account that is covered by
the election, to the American Express
Incentive Savings Plan within ninety (90)
days after the last day of the period during
which the election can be made. The assets
so transferred to the American Express
Incentive Savings Plan shall be subject to
such requirements of the Plan concerning put
options as would otherwise apply to a
distribution of shares of Common Stock from
the Plan.
(ii) In lieu of a transfer under
subparagraph 8.1.3(i), the Qualified Member
who has the right to direct the transfer
under subparagraph 8.1.3(i) may, with the
consent of the Administration Committee in
its sole discretion, direct the Plan to
transfer the portion of the Member's Plan
Account that is covered by the election to
another qualified plan of the Employing
Company (including the American Express
Incentive Savings Plan) which accepts such
transfers, provided that such plan permits
employee-directed investment and does not
invest in Common Stock to a substantial
degree. Such transfer shall be made no
later than ninety (90) days after the last
day of the period during which the election
can be made.
(iii) Under Part A of the Plan, any
transfer under this subparagraph 8.1.3 shall
be made first from Common Stock allocated to
the Member's Plan Account at least
eighty-four (84) months before the month in
which the distribution or transfer occurs."
2. Article Eleven of the ISP is hereby amended by
adding the following new paragraph 11.10 to read:
"11.10 Transfer of Assets from the American
Express Stock Ownership Plan to the Plan.
In the case of a Member who, under
subparagraph 8.1.3(i) of the American
Express Stock Ownership Plan (hereinafter,
the "SOP"), directs that a portion of his
assets under that plan be transferred to
the Plan, the Trustee shall accept the
transfer of such assets directly from the
trustee or the custodian of the SOP's
assets, and administer such assets in
accordance with the applicable provisions
of the Plan, Section 401(a)(28) of the Code
and the provisions of the SOP concerning
put options as would otherwise apply to a
distribution of shares of Common Stock from
the SOP. The assets transferred under this
subparagraph shall, following the
completion of such form(s) as the
Administration Committee may require, be
distributed to the Member in compliance
with the requirements of Section 401(a)(28)
of the Code in a single lump sum no later
than the ninetieth (90th) day following the
last date on which the Member could have
made the election described in subparagraph
8.1.3 (i) of the SOP. This paragraph shall
apply notwithstanding any other provision
of the Plan other than such provisions as
require the consent of the Member to a
distribution in excess of $3,500."
3. In all other respects the ISP and SOP are
hereby ratified and confirmed.
IN WITNESS WHEREOF, these Amendments are hereby
adopted this 19th day of December, 1992, effective January 1, 1993.
AMERICAN EXPRESS COMPANY
By: /s/ Gary A. Beller
------------------------
Gary A. Beller
Executive Vice President
and General Counsel