RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                            AMERICAN EXPRESS COMPANY
 
                UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
 
                                    * * * * *
 
SECTION 1. NAME
 
         The name of the corporation is "AMERICAN EXPRESS COMPANY."
 
SECTION 2. PURPOSES
 
The purposes for which the corporation is formed are:
 
         1.  To  continue  to  conduct  and  carry  on the  business  heretofore
conducted and carried on by American Express Company.
 
         2. To engage in any lawful act or activity for which  corporations  may
be organized under New York Business  Corporation Law, and in furtherance of the
foregoing  purposes to exercise all powers now or hereafter granted or permitted
by law,  including,  without  limitation,  the powers  specified in the New York
Business Corporation Law.
 
         Notwithstanding  the foregoing,  the corporation will not engage in any
acts or  activities  requiring  the consent or  approval of any state  official,
department,  board,  agency or other body without such consent or approval first
being obtained.
 
SECTION 3. OFFICE
 
         The  office of the  corporation  within  the State of New York is to be
located in the City and County of New York.
 
SECTION 4. AUTHORIZED SHARES
 
         1. The aggregate  number of shares of all classes which the corporation
shall  have the  authority  to  issue is  1,220,000,000  shares,  consisting  of
20,000,000 preferred shares of the par value of $1.66 2/3 each and 1,200,000,000
common shares of the par value of $.60 each.
 
         2. No holder of common  shares  or of  preferred  shares of any  series
shall have any preemptive or preferential  right to purchase or subscribe to any
shares  of any  class or series of the  corporation,  whether  now or  hereafter
authorized,  or to any  obligations  or  other  securities  convertible  into or
exchangeable  for shares of the  corporation  or  carrying  options or rights to
purchase shares of any class or series whatsoever, nor any right of subscription
to any  thereof,  other  than such,  if any,  as the Board of  Directors  in its
discretion  may,  from time to time,  determine  or as may be  specified  in any
certificate of amendment of this certificate of incorporation, and at such price
or prices and at such rate or rates as the Board of  Directors  may from time to
 
 
                                       1
 
<PAGE>
 
time fix pursuant to the authority conferred by the provisions of this Section
4; and any shares or obligations or other securities which the Board of
Directors may determine to offer for subscription to the holders of shares may,
as the Board shall determine, be offered exclusively either to the holders of
preferred shares or any one or more series thereof or to the holders of common
shares, or partly to the holders of preferred shares or any one or more series
thereof and partly to the holders of common shares, and in such case in such
proportions as between such classes and series as the Board of Directors in its
discretion may determine.
 
         3. Subject to the foregoing,  the designations and the relative rights,
preferences  and  limitations  of the shares of each  class,  and the  authority
hereby vested in the Board of Directors of the  corporation  to establish and to
fix the numbers,  designations and relative rights,  preferences and limitations
of series of preferred shares, are as follows:
 
                  a. The preferred shares may be issued from time to time by the
         Board of  Directors  in one or more  series  and,  subject  only to the
         provisions of this Section 4 and the limitations prescribed by law, the
         Board of Directors is expressly  authorized,  prior to issuance, in the
         resolution or resolutions  providing for the issue of, or providing for
         a change in the  number of,  shares of any  particular  series,  and by
         filing a certificate of amendment pursuant to the Business  Corporation
         Law of the State of New York,  to  establish  or change  the  number of
         shares to be included  in each such  series and to fix the  designation
         and relative rights,  preferences and limitations of the shares of each
         such series.  The  authority of the Board of Directors  with respect to
         each series shall include,  but not be limited to, determination of the
         following:
 
                           (1) the distinctive serial designation of such series
         and the number of shares  constituting  such series  (provided that the
         aggregate number of shares  constituting all series of preferred shares
         shall not exceed the aggregate  number of preferred  shares  authorized
         above);
 
                           (2)  the  times at  which  and the  conditions  under
         which dividends  shall be payable on shares of such series,  the annual
         dividend rate thereon,  whether  dividends  shall be cumulative and, if
         so,  from which  date or dates,  and the  status of such  dividends  as
         participating or non-participating;
 
                           (3)  whether  the  shares  of such  series  shall  be
         redeemable  and, if so, the terms and  conditions  of such  redemption,
         including  the date or dates upon and after which such shares  shall be
         redeemable,  and the  amount per share  payable in case of  redemption,
         which  amount  may vary under  different  conditions  and at  different
         redemption dates;
 
                           (4)  the obligation,  if any, of the  corporation  to
         retire  shares of such series  pursuant to a sinking fund or redemption
         or purchase account;
 
                           (5)  whether the  shares  of  such  series  shall  be
         convertible  into, or  exchangeable  for,  shares of any other class or
         classes or shares of any series of any class, and, if so, the terms and
         conditions  of such  conversion  or  exchange,  including  the price or
         prices or the rate or rates of  conversion or exchange and the terms of
         adjustment thereof, if any;
 
 
                                       2
<PAGE>
 
                           (6)  whether  the  shares of such  series  shall have
         voting rights,  in addition to the voting rights otherwise  provided in
         this  certificate of  incorporation or by law, and, if so, the terms of
         such voting rights;
 
                           (7)  the rights of the  shares of such  series in the
         event of voluntary or involuntary  liquidation,  dissolution or winding
         up of the affairs of the corporation; and
 
                           (8)  any  other  relative  rights,   preferences  and
         limitations of such series.
 
                  b. All preferred shares shall be of equal rank with each other
         regardless  of series.  In case the stated  dividends  and the  amounts
         payable on liquidation  are not paid in full,  the preferred  shares of
         all series shall share  ratably in the payment of  dividends  including
         accumulations,  if any,  in  accordance  with the sums  which  would be
         payable on such shares if all dividends were declared and paid in full,
         and in any distribution of assets other than by the way of dividends in
         accordance with the sums which would be payable in such distribution if
         all sums payable were discharged in full.
 
                  The preferred shares of any one series shall be identical with
         each other in all respects except as to the dates from which cumulative
         dividends, if any, thereon shall be cumulative.
 
                  c. Subject to the rights of the  preferred  shares,  dividends
         may be paid upon the common shares as and when declared by the Board of
         Directors out of any funds legally available therefor.
 
                  d. Upon any  liquidation,  dissolution  or  winding  up of the
         affairs  of the  corporation  (which  shall not be deemed to  include a
         consolidation  or  merger  of the  corporation,  or the  sale of all or
         substantially  all of the  corporation's  assets,  into, with or to any
         other corporation or  corporations),  whether voluntary or involuntary,
         and after the holders of the  preferred  shares shall have been paid in
         full the amounts,  if any, to which they respectively shall be entitled
         or provision for such payment  shall have been made,  the remaining net
         assets of the corporation  shall be distributed pro rata to the holders
         of the common shares.
 
                  e.  So  long  as  any  preferred  shares  of  any  series  are
         outstanding,
 
                         (1) Whenever  dividends payable on the preferred shares
         of any series shall be in arrears in an aggregate amount at least equal
         to six full quarterly dividends (which need not be consecutive) on such
         series,  the holders of the outstanding  preferred shares of all series
         shall have the special right,  voting  separately as a single class, to
         elect two directors of the corporation,  at the next succeeding  annual
         meeting  of  shareholders  (and at each  succeeding  annual  meeting of
         shareholders thereafter until such right shall terminate as hereinafter
         provided),  and,  subject  to the  terms of any  outstanding  series of
         preferred  shares,  the holders of the common shares and the holders of
         one or more series of preferred shares then entitled to vote shall have
         the right, voting as a single class, to elect the remaining  authorized
         number of directors.
 
                         At each meeting of shareholders at which the holders of
         the preferred shares of all series shall have the special right, voting
         separately  as  a  single class, to elect directors as provided in this
 
                                       3
<PAGE>
 
         paragraph  e, the  presence  in  person or by proxy of the  holders  of
         record of one-third of the total number of the preferred  shares of all
         series then issued and outstanding shall be necessary and sufficient to
         constitute   a  quorum  of  such  class  for  such   election  by  such
         shareholders.
 
                         Each  director  elected by the holders of the preferred
         shares of all series  shall  hold  office  until the annual  meeting of
         shareholders  next succeeding his election and until his successor,  if
         any,  is  elected by such  holders  and  qualified  or until his death,
         resignation  or removal in the manner  provided  in the  by-laws of the
         corporation;  provided,  however, that notwithstanding any provision in
         the by-laws,  a director elected by the holders of the preferred shares
         of all series may be removed  only by such  holders if such  removal is
         without cause.
 
                         In case any vacancy  shall  occur  among the  directors
         elected by the  holders  of the  preferred  shares of all  series  such
         vacancy may be filled for the unexpired  portion of the term by vote of
         the single remaining director theretofore elected by such shareholders,
         or his  successor in office,  or, if such vacancy shall occur more than
         90 days prior to the first  anniversary  of the next  preceding  annual
         meeting of shareholders,  by the vote of such  shareholders  given at a
         special meeting of such shareholders called for the purpose.
 
                         Whenever  all  arrears of  dividends  on the  preferred
         shares of all series shall have been paid and dividends thereon for the
         current  quarterly period shall have been paid or declared and provided
         for, the right of the holders of the preferred  shares of all series to
         elect two directors as provided in this paragraph e shall  terminate at
         the next succeeding annual meeting of shareholders,  but subject always
         to the same  provisions for the vesting of such special  right,  voting
         separately as a single class, to elect two directors in the case of any
         future arrearages of the kind and amount described in this paragraph e.
 
                         (2) The consent of the  holders of at least  two-thirds
         of the outstanding  preferred shares, given in person or by proxy, at a
         special or annual meeting of  shareholders  called for the purpose,  at
         which the  holders of the  preferred  shares of all  series  shall vote
         separately  as a single  class,  shall be necessary  for  effecting the
         authorization  of any class of shares  ranking  prior to the  preferred
         shares as to dividends or upon liquidation,  dissolution or winding up,
         or an  increase  in the  authorized  amount  of any  class of shares so
         ranking  prior to the preferred  shares,  or the  authorization  of any
         amendment of the  certificate  of  incorporation  or the by-laws of the
         corporation so as to affect adversely the relative rights,  preferences
         or limitations of the preferred shares; provided, however, that, if any
         such amendment shall affect adversely the relative rights,  preferences
         or  limitations of one or more, but not all, of the series of preferred
         shares  then  outstanding,  the  consent  of the  holders  of at  least
         two-thirds of the outstanding preferred shares of the several series so
         affected  shall be required in lieu of the consent of the holders of at
         least two-thirds of the outstanding preferred shares of all series.
 
                         (3) In any case in which the  holders of the  preferred
         shares shall be entitled to vote  separately as a single class pursuant
         to the  provisions  hereof or pursuant to law, each holder of preferred
         shares of any series  shall be entitled to one vote for each such share
         held.
 
 
                                       4
<PAGE>
 
 
SECTION 5. AGENT FOR PROCESS
 
         The secretary of state is designated as agent of the  corporation  upon
whom process against it may be served,  and the post office address to which the
secretary  of state  shall mail a copy of any process  against  the  corporation
served upon him is, American  Express Company,  200 Vesey Street,  New York, New
York 10285. In addition,  CT Corporation  System,  1633 Broadway,  New York, New
York 10019 has been designated as the registered agent of the corporation in New
York upon whom all process against the corporation may be served.
 
SECTION 6. SHAREHOLDER VOTE
 
         Every  holder of common  shares of record  shall be  entitled  at every
meeting of  shareholders  to one vote for each common share standing in his name
on the record of shareholders.  Holders of each series of preferred shares shall
be  entitled  to vote in  accordance  with the  provisions  of this  certificate
relating to such series.
 
SECTION 7. AMENDMENTS
 
         The corporation  reserves the right to amend,  alter,  change or repeal
any  provision  herein  contained in the manner now or hereafter  prescribed  by
applicable  law, and all rights  conferred  hereunder upon  shareholders  of the
corporation are granted subject to this reservation.
 
SECTION 8. LIABILITY OF DIRECTORS
 
         No  director  shall be  personally  liable  to the  corporation  or any
shareholder for damages for any breach of duty as a director, except for (a) the
liability of any director if a judgment or other final  adjudication  adverse to
him  establishes  that (i) his acts or  omissions  were in bad faith or involved
intentional  misconduct  or a  knowing  violation  of law or (ii) he  personally
gained in fact a financial profit or other advantage to which he was not legally
entitled  or  (iii)  his acts  violated  Section  719 of the New  York  Business
Corporation  Law, or (b) the  liability  of any director for any act or omission
prior to the  adoption  of this  Section 8. Any repeal or  modification  of this
Section 8 by the  shareholders  of the corporation  shall not, unless  otherwise
required by law, adversely affect any right or protection of a director existing
at the time of such repeal or  modification  with  respect to acts or  omissions
occurring  prior  to such  repeal  or  modification.  If the New  York  Business
Corporation Law is amended after approval by the  shareholders of this Section 8
to  authorize  corporate  action  further  eliminating  or limiting the personal
liability of  directors,  then the  liability  of a director of the  corporation
shall be eliminated or limited to the fullest  extent  permitted by the New York
Business Corporation Law, as amended from time to time.

 

[As Filed: 07-31-1997]

 

CERTIFICATE OF AMENDMENT
 
                      OF THE CERTIFICATE OF INCORPORATION
 
                                      OF
 
                           AMERICAN EXPRESS COMPANY
 
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
 
                                   * * * * *
 
 
1.     The name of the corporation is American Express Company.
 
2.     The certificate of incorporation of said corporation was filed by the
       Department of State on June 10, 1965.
 
3.     (a) The certificate of incorporation is amended to change the
       1,200,000,000 common shares of the par value of $.60 to 3,600,000,000
       common shares of the par value of $.20.
 
       (b) To effect the foregoing, Section 4(1) of the Certificate of
       Incorporation is amended to read as follows:
 
                "1. The aggregate number of shares of all classes which the
             corporation shall have the authority to issue is 3,620,000,000
             shares, consisting of 20,000,000 preferred shares of the par
             value of $1.66 2/3 each and 3,600,000,000 common shares of the
             par value of $.20 each."
 
4.     (a) The presently authorized and issued 448,285,538 common shares with
       a par value of $.60 per share are hereby changed into 1,344,856,614
       issued common shares with a par value of $.20 per share in the ratio of
       3 shares with a par value of $.20 per share for each share with a par
       value of $.60.
 
       (b) The presently authorized and unissued 751,714,462 common shares
       with a par value of $.60 per share are hereby changed into
       2,255,143,386 unissued common shares with a par value of $.20 per share
       in the ratio of 3 shares with a par value of $.20 per share for each
       share with a par value of $.60.
 
5.     The amendment was authorized in the following manner:
 
       The Board of Directors of American Express Company unanimously
       authorized this amendment to its Certificate of Incorporation on
       January 24, 2000. The shareholders of American Express Company approved
       this amendment by vote of a majority of all outstanding shares entitled
       to vote thereon at the annual meeting of shareholders held on April 24,
       2000.
 
                                                /s/ Stephen P. Norman
                                                ----------------------------
                                                Stephen P. Norman
                                                Secretary

[As Filed: 05-15-2000]

 

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

AMERICAN EXPRESS COMPANY

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

 

* * * * *

 

1.               The name of the corporation is American Express Company.

 

2.               The certificate of incorporation of said corporation was filed by the Department of State on June 10, 1965.

 

3.               (a) The certificate of incorporation is amended (i) to eliminate statutory supermajority voting for specified corporate actions, and (ii) to provide for the election of directors in non-contested elections by the affirmative vote of a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

 

                        (b) To effect the foregoing, Section 6 of the Certificate of Incorporation is amended to read in its entirety as follows:

 

“SECTION 6.    SHAREHOLDER VOTE

 

1.  Every holder of common shares of record shall be entitled at every meeting of shareholders to one vote for each common share standing in his name on the record of shareholders.  Holders of each series of preferred shares shall be entitled to vote in accordance with the provisions of this certificate relating to such series.

 

2.  At a meeting of shareholders following all requisite approvals under the New York Business Corporation Law, and subject to any rights granted to any holders of the corporation’s preferred shares that may be issued from time to time, the affirmative vote of a majority of the votes of all outstanding shares entitled to vote thereon shall be required to take any of the following actions:

 

a.  to adopt a plan of merger or consolidation in accordance with Section 903 of the New York Business Corporation Law or any successor provision thereto.

 

b.  to approve the sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation in accordance with Section 909 of the New York Business Corporation Law or any successor provision thereto.

 

c.  to adopt a plan for the exchange of shares in accordance with Section 913 of the New York Business Corporation Law or any successor provision thereto.

 

d.  to authorize the dissolution of the corporation in accordance with Section 1001 of the New York Business Corporation Law or any successor provision thereto.

 

3.  Except in a contested election, the vote required for the election of a director by the shareholders shall be the affirmative vote of a majority of the votes cast in favor of or against a

 

1



 

nominee at a meeting by the holders of shares entitled to vote on such election.  In a contested election, directors shall be elected by a plurality of the votes so cast.  An election shall be deemed contested if there are more nominees than positions on the Board of Directors to be filled at the meeting of shareholders as of the fourteenth (14th) day prior to the date on which the corporation files its definitive proxy statement with the Securities and Exchange Commission. The corporation’s subsequent amendment or supplement of the definitive proxy statement shall not affect the status of the election.”

 

4.               The amendments were authorized in the following manner:

 

                        The Board of Directors of American Express Company unanimously authorized these amendments to its Certificate of Incorporation on February 25, 2008.   The shareholders of American Express Company approved (a) the amendments to eliminate statutory supermajority voting for specified corporate actions, by the affirmative vote of two-thirds of all outstanding shares entitled to vote thereon at the annual meeting of shareholders held on April 28, 2008, and (b) the amendment to require a majority vote for the election of directors in non-contested elections, by the affirmative vote of a majority of all outstanding shares entitled to vote thereon at the annual meeting of shareholders held on April 28, 2008.

 

 

/s/ Stephen P. Norman

 

Stephen P. Norman

 

Secretary

[As Filed: 05-02-2008]

 

CERTIFICATE OF AMENDMENT
 
                                    OF THE
 
                         CERTIFICATE OF INCORPORATION
 
                                      OF
 
                           AMERICAN EXPRESS COMPANY
 
              (UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)
 
 
         The undersigned, being the Secretary of AMERICAN EXPRESS COMPANY, a
New York corporation (the "Corporation), hereby certifies that:
 
         1. The name of the Corporation is AMERICAN EXPRESS COMPANY.
 
         2. The Certificate of Incorporation of the Corporation was filed by
the Department of State on June 10, 1965.
 
         3. The Certificate of Incorporation, as heretofore amended and
restated, is hereby further amended pursuant to Sections 805 and 502 of the
Business Corporation Law by the addition thereto of a new Section 9 that
creates, and sets forth the designation, number and relative rights,
preferences and limitations of, a new series of the Corporation's preferred
shares, par value $1.66 2/3 each, such series being designated as "Fixed Rate
Cumulative Perpetual Preferred Stock, Series A" . Such new Section 9
shall read as follows:
 
         "Section 9. DESIGNATION OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED
          STOCK, SERIES A
 
         A. DESIGNATION AND NUMBER OF SHARES. There is hereby created out of
the authorized and unissued preferred shares of the Corporation a series of
preferred shares designated as the "Fixed Rate Cumulative Perpetual Preferred
Stock, Series A" (the "DESIGNATED PREFERRED STOCK"). The authorized number of
shares of Designated Preferred Stock shall be 3,388,890.
 
         B. GENERAL MATTERS. Each share of Designated Preferred Stock shall be
identical in all respects to every other share of Designated Preferred Stock.
The Designated Preferred Stock shall be perpetual, subject to the provisions
of subsection G below. The Designated Preferred Stock shall rank equally with
Parity Stock and shall rank senior to Junior Stock with respect to the payment
of dividends and the distribution of assets in the event of any dissolution,
liquidation or winding up of the Corporation.
 
                                     -1-
<PAGE>
         C. DEFINITIONS. The following terms are used in this Section 9 as
defined below:
 
     (a) "APPLICABLE DIVIDEND RATE" means (i) during the period from the
Original Issue Date to, but excluding, the first day of the first Dividend
Period commencing on or after the fifth anniversary of the Original Issue
Date, 5% per annum and (ii) from and after the first day of the first Dividend
Period commencing on or after the fifth anniversary of the Original Issue
Date, 9% per annum.
 
     (b) "APPROPRIATE FEDERAL BANKING AGENCY" means the "appropriate Federal
banking agency" with respect to the Corporation as defined in Section 3(q) of
the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any
successor provision.
 
     (c) "BUSINESS COMBINATION" means a merger, consolidation, statutory share
exchange or similar transaction that requires the approval of the
Corporation's stockholders.
 
     (d) "BUSINESS DAY" means any day except Saturday, Sunday and any day on
which banking institutions in the State of New York generally are authorized
or required by law or other governmental actions to close.
 
     (e) "BYLAWS" means the bylaws of the Corporation, as they may be amended
from time to time.
 
     (f) "CHARTER" means the Corporation's certificate or articles of
incorporation, articles of association, or similar organizational document.
 
     (g) "COMMON STOCK" means the Common Shares, par value $0.20 per share, of
the Corporation.
 
     (h) "DIVIDEND PAYMENT DATE" means February 15, May 15, August 15 and
November 15 of each year.
 
     (i) "DIVIDEND PERIOD" has the meaning set forth in subsection E(a).
 
     (j) "DIVIDEND RECORD DATE" has the meaning set forth in subsection E(a).
 
                                      -2-
<PAGE>
     (k) "JUNIOR STOCK" means the Common Stock and any other class or series
of stock of the Corporation the terms of which expressly provide that it ranks
junior to Designated Preferred Stock as to dividend rights and/or as to rights
on liquidation, dissolution or winding up of the Corporation.
 
     (l) "LIQUIDATION AMOUNT" means $1,000 per share of Designated Preferred
Stock.
 
     (m) "LIQUIDATION PREFERENCE" has the meaning set forth in subsection
F(a).
 
     (n) "MINIMUM AMOUNT" means $847,222,500.
 
     (o) "ORIGINAL ISSUE DATE" means the date on which shares of Designated
Preferred Stock are first issued.
 
     (p) "PARITY STOCK" means any class or series of stock of the Corporation
(other than Designated Preferred Stock) the terms of which do not expressly
provide that such class or series will rank senior or junior to Designated
Preferred Stock as to dividend rights and/or as to rights on liquidation,
dissolution or winding up of the Corporation (in each case without regard to
whether dividends accrue cumulatively or non-cumulatively).
 
     (q) "PREFERRED DIRECTOR" has the meaning set forth in subsection I(b).
 
     (r) "PREFERRED STOCK" means any and all series of preferred shares
of the Corporation, including the Designated Preferred Stock.
 
     (s) "QUALIFIED EQUITY OFFERING" means the sale and issuance for cash
     by the Corporation to persons other than the Corporation or any of its
     subsidiaries after the Original Issue Date of shares of perpetual
     Preferred Stock, Common Stock or any combination of such stock, that, in
     each case, qualify as and may be included in Tier 1 capital of the
     Corporation at the time of issuance under the applicable risk-based
     capital guidelines of the Corporation's Appropriate Federal Banking
     Agency (other than any such sales and issuances made pursuant to
     agreements or arrangements entered into, or pursuant to financing plans
     which were publicly announced, on or prior to October 13, 2008).
 
     (t) "SHARE DILUTION AMOUNT" has the meaning set forth in subsection
E(b).
 
 
                                      -3-
<PAGE>
     (u) "SIGNING DATE" means the Original Issue Date.
 
     (v) "SUCCESSOR PREFERRED STOCK" has the meaning set forth in
subsection G(a).
 
     (w) "VOTING PARITY STOCK" means, with regard to any matter as to which the
holders of Designated Preferred Stock are entitled to vote as specified in
subsections I(a) and I(b), any and all series of Parity Stock upon which like
voting rights have been conferred and are exercisable with respect to such
matter.
 
     (x) Unless the context otherwise requires, any reference to a "SUBSECTION"
refers to a subsection of this Section 9, as it may be amended from time to
time.
 
         D. CERTAIN VOTING MATTERS. Holders of shares of Designated Preferred
Stock will be entitled to one vote for each such share on any matter on which
holders of Designated Preferred Stock are entitled to vote, including any
action by written consent.
 
         E. DIVIDENDS.
 
          (a) RATE. Holders of Designated Preferred Stock shall be entitled to
     receive, on each share of Designated Preferred Stock if, as and when
     declared by the Board of Directors or any duly authorized committee of
     the Board of Directors, but only out of assets legally available
     therefor, cumulative cash dividends with respect to each Dividend Period
     (as defined below) at a rate per annum equal to the Applicable Dividend
     Rate on (i) the Liquidation Amount per share of Designated Preferred
     Stock and (ii) the amount of accrued and unpaid dividends for any prior
     Dividend Period on such share of Designated Preferred Stock, if any. Such
     dividends shall begin to accrue and be cumulative from the Original Issue
     Date, shall compound on each subsequent Dividend Payment Date (I.E., no
     dividends shall accrue on other dividends unless and until the first
     Dividend Payment Date for such other dividends has passed without such
     other dividends having been paid on such date) and shall be payable
     quarterly in arrears on each Dividend Payment Date, commencing with the
     first such Dividend Payment Date to occur at least 20 calendar days after
     the Original Issue Date. In the event that any Dividend Payment Date
     would otherwise fall on a day that is not a Business Day, the dividend
     payment due on that date will be postponed to the next day that is a
     Business Day and no additional dividends will accrue as a result of that
     postponement. The period from and including any Dividend Payment Date to,
     but excluding, the next Dividend Payment Date is a "DIVIDEND PERIOD",
     provided that the initial Dividend Period shall be the period from and
     including the Original Issue Date to, but excluding, the next Dividend
     Payment Date.
 
                                      -4-
<PAGE>
          Dividends that are payable on Designated Preferred Stock in respect
     of any Dividend Period shall be computed on the basis of a 360-day year
     consisting of twelve 30-day months. The amount of dividends payable on
     Designated Preferred Stock on any date prior to the end of a Dividend
     Period, and for the initial Dividend Period, shall be computed on the
     basis of a 360-day year consisting of twelve 30-day months, and actual
     days elapsed over a 30-day month.
 
          Dividends that are payable on Designated Preferred Stock on any
     Dividend Payment Date will be payable to holders of record of Designated
     Preferred Stock as they appear on the stock register of the Corporation
     on the applicable record date, which shall be the 15th calendar day
     immediately preceding such Dividend Payment Date or such other record
     date fixed by the Board of Directors or any duly authorized committee of
     the Board of Directors that is not more than 60 nor less than 10 days
     prior to such Dividend Payment Date (each, a "DIVIDEND RECORD DATE"). Any
     such day that is a Dividend Record Date shall be a Dividend Record Date
     whether or not such day is a Business Day.
 
          Holders of Designated Preferred Stock shall not be entitled to any
     dividends, whether payable in cash, securities or other property, other
     than dividends (if any) declared and payable on Designated Preferred
     Stock as specified in this subsection E (subject to the other provisions
     of this Section 9).
 
          (b) PRIORITY OF DIVIDENDS. So long as any share of Designated
     Preferred Stock remains outstanding, no dividend or distribution shall be
     declared or paid on the Common Stock or any other shares of Junior Stock
     (other than dividends payable solely in shares of Common Stock) or Parity
     Stock, subject to the immediately following paragraph in the case of
     Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be,
     directly or indirectly, purchased, redeemed or otherwise acquired for
     consideration by the Corporation or any of its subsidiaries unless all
     accrued and unpaid dividends for all past Dividend Periods, including the
     latest completed Dividend Period (including, if applicable as provided in
     subsection E(a) above, dividends on such amount), on all outstanding
     shares of Designated Preferred Stock have been or are contemporaneously
     declared and paid in full (or have been declared and a sum sufficient for
     the payment thereof has been set aside for the benefit of the holders of
     shares of Designated Preferred Stock on the applicable record date). The
 
                                      -5-
<PAGE>
     foregoing limitation shall not apply to (i) redemptions, purchases or
     other acquisitions of shares of Common Stock or other Junior Stock in
     connection with the administration of any employee benefit plan in the
     ordinary course of business (including purchases to offset the Share
     Dilution Amount (as defined below) pursuant to a publicly announced
     repurchase plan) and consistent with past practice, PROVIDED that any
     purchases to offset the Share Dilution Amount shall in no event exceed
     the Share Dilution Amount; (ii) purchases or other acquisitions by a
     broker-dealer subsidiary of the Corporation solely for the purpose of
     market-making, stabilization or customer facilitation transactions in
     Junior Stock or Parity Stock in the ordinary course of its business;
     (iii) purchases by a broker-dealer subsidiary of the Corporation of
     capital stock of the Corporation for resale pursuant to an offering by
     the Corporation of such capital stock underwritten by such broker-dealer
     subsidiary; (iv) any dividends or distributions of rights or Junior Stock
     in connection with a stockholders' rights plan or any redemption or
     repurchase of rights pursuant to any stockholders' rights plan; (v) the
     acquisition by the Corporation or any of its subsidiaries of record
     ownership in Junior Stock or Parity Stock for the beneficial ownership of
     any other persons (other than the Corporation or any of its
     subsidiaries), including as trustees or custodians; and (vi) the exchange
     or conversion of Junior Stock for or into other Junior Stock or of Parity
     Stock for or into other Parity Stock (with the same or lesser aggregate
     liquidation amount) or Junior Stock, in each case, solely to the extent
     required pursuant to binding contractual agreements entered into prior to
     the Signing Date or any subsequent agreement for the accelerated
     exercise, settlement or exchange thereof for Common Stock. "SHARE
     DILUTION AMOUNT" means the increase in the number of diluted shares
     outstanding (determined in accordance with generally accepted accounting
     principles in the United States, and as measured from the date of the
     Corporation's consolidated financial statements most recently filed with
     the Securities and Exchange Commission prior to the Original Issue Date)
     resulting from the grant, vesting or exercise of equity-based
     compensation to employees and equitably adjusted for any stock split,
     stock dividend, reverse stock split, reclassification or similar
     transaction.
 
          When dividends are not paid (or declared and a sum sufficient for
     payment thereof set aside for the benefit of the holders thereof on the
     applicable record date) on any Dividend Payment Date (or, in the case of
     Parity Stock having dividend payment dates different from the Dividend
     Payment Dates, on a dividend payment date falling within a Dividend
 
                                     -6 -
<PAGE>
     Period related to such Dividend Payment Date) in full upon Designated
     Preferred Stock and any shares of Parity Stock, all dividends declared on
     Designated Preferred Stock and all such Parity Stock and payable on such
     Dividend Payment Date (or, in the case of Parity Stock having dividend
     payment dates different from the Dividend Payment Dates, on a dividend
     payment date falling within the Dividend Period related to such Dividend
     Payment Date) shall be declared PRO RATA so that the respective amounts
     of such dividends declared shall bear the same ratio to each other as all
     accrued and unpaid dividends per share on the shares of Designated
     Preferred Stock (including, if applicable as provided in subsection E(a)
     above, dividends on such amount) and all Parity Stock payable on such
     Dividend Payment Date (or, in the case of Parity Stock having dividend
     payment dates different from the Dividend Payment Dates, on a dividend
     payment date falling within the Dividend Period related to such Dividend
     Payment Date) (subject to their having been declared by the Board of
     Directors or a duly authorized committee of the Board of Directors out of
     legally available funds and including, in the case of Parity Stock that
     bears cumulative dividends, all accrued but unpaid dividends) bear to
     each other. If the Board of Directors or a duly authorized committee of
     the Board of Directors determines not to pay any dividend or a full
     dividend on a Dividend Payment Date, the Corporation will provide written
     notice to the holders of Designated Preferred Stock prior to such
     Dividend Payment Date.
 
          Subject to the foregoing, and not otherwise, such dividends (payable
     in cash, securities or other property) as may be determined by the Board
     of Directors or any duly authorized committee of the Board of Directors
     may be declared and paid on any securities, including Common Stock and
     other Junior Stock, from time to time out of any funds legally available
     for such payment, and holders of Designated Preferred Stock shall not be
     entitled to participate in any such dividends.
 
         F.       LIQUIDATION RIGHTS.
 
          (a) VOLUNTARY OR INVOLUNTARY LIQUIDATION. In the event of any
     liquidation, dissolution or winding up of the affairs of the Corporation,
     whether voluntary or involuntary, holders of Designated Preferred Stock
     shall be entitled to receive for each share of Designated Preferred
     Stock, out of the assets of the Corporation or proceeds thereof (whether
     capital or surplus) available for distribution to stockholders of the
     Corporation, subject to the rights of any creditors of the Corporation,
     before any distribution of such assets or proceeds is made to or set
     aside for the holders of Common Stock and any other stock of the
     Corporation ranking junior to Designated Preferred Stock as to such
     distribution, payment in full in an amount equal to the sum of (i) the
     Liquidation Amount per share and (ii) the amount of any accrued and
     unpaid dividends (including, if applicable as provided in subsection E(a)
     above, dividends on such amount), whether or not declared, to the date of
     payment (such amounts collectively, the "LIQUIDATION PREFERENCE").
 
                                      -7-
<PAGE>
          (b) PARTIAL PAYMENT. If in any distribution described in subsection
     F(a) above the assets of the Corporation or proceeds thereof are not
     sufficient to pay in full the amounts payable with respect to all
     outstanding shares of Designated Preferred Stock and the corresponding
     amounts payable with respect of any other stock of the Corporation
     ranking equally with Designated Preferred Stock as to such distribution,
     holders of Designated Preferred Stock and the holders of such other stock
     shall share ratably in any such distribution in proportion to the full
     respective distributions to which they are entitled.
 
          (c) RESIDUAL DISTRIBUTIONS. If the Liquidation Preference has been
     paid in full to all holders of Designated Preferred Stock and the
     corresponding amounts payable with respect of any other stock of the
     Corporation ranking equally with Designated Preferred Stock as to such
     distribution has been paid in full, the holders of other stock of the
     Corporation shall be entitled to receive all remaining assets of the
     Corporation (or proceeds thereof) according to their respective rights
     and preferences.
 
          (d) MERGER, CONSOLIDATION AND SALE OF ASSETS NOT LIQUIDATION. For
     purposes of this subsection F, the merger or consolidation of the
     Corporation with any other corporation or other entity, including a
     merger or consolidation in which the holders of Designated Preferred
     Stock receive cash, securities or other property for their shares, or the
     sale, lease or exchange (for cash, securities or other property) of all
     or substantially all of the assets of the Corporation, shall not
     constitute a liquidation, dissolution or winding up of the Corporation.
 
         G. REDEMPTION.
 
          (a) OPTIONAL REDEMPTION. Except as provided below, the Designated
     Preferred Stock may not be redeemed prior to the first Dividend Payment
     Date falling on or after the third anniversary of the Original Issue
     Date. On or after the first Dividend Payment Date falling on or after the
     third anniversary of the Original Issue Date, the Corporation, at its
     option, subject to the approval of the Appropriate Federal Banking
     Agency, may redeem, in whole or in part, at any time and from time to
 
 
                                      -8-
<PAGE>
     time, out of funds legally available therefor, the shares of Designated
     Preferred Stock at the time outstanding, upon notice given as provided in
     subsection G(c) below, at a redemption price equal to the sum of (i) the
     Liquidation Amount per share and (ii) except as otherwise provided below,
     any accrued and unpaid dividends (including, if applicable as provided in
     subsection E(a) above, dividends on such amount) (regardless of whether
     any dividends are actually declared) to, but excluding, the date fixed
     for redemption.
 
          Notwithstanding the foregoing, prior to the first Dividend Payment
     Date falling on or after the third anniversary of the Original Issue
     Date, the Corporation, at its option, subject to the approval of the
     Appropriate Federal Banking Agency, may redeem, in whole or in part, at
     any time and from time to time, the shares of Designated Preferred Stock
     at the time outstanding, upon notice given as provided in subsection G(c)
     below, at a redemption price equal to the sum of (i) the Liquidation
     Amount per share and (ii) except as otherwise provided below, any accrued
     and unpaid dividends (including, if applicable as provided in subsection
     E(a) above, dividends on such amount) (regardless of whether any
     dividends are actually declared) to, but excluding, the date fixed for
     redemption; PROVIDED that (x) the Corporation (or any successor by
     Business Combination) has received aggregate gross proceeds of not less
     than the Minimum Amount (plus the "Minimum Amount" as defined in the
     relevant certificate of designations for each other outstanding series of
     preferred stock of such successor that was originally issued to the
     United States Department of the Treasury (the "SUCCESSOR PREFERRED
     STOCK") in connection with the Troubled Asset Relief Program Capital
     Purchase Program) from one or more Qualified Equity Offerings (including
     Qualified Equity Offerings of such successor), and (y) the aggregate
     redemption price of the Designated Preferred Stock (and any Successor
     Preferred Stock) redeemed pursuant to this paragraph may not exceed the
     aggregate net cash proceeds received by the Corporation (or any successor
     by Business Combination) from such Qualified Equity Offerings (including
     Qualified Equity Offerings of such successor).
 
          The redemption price for any shares of Designated Preferred Stock
     shall be payable on the redemption date to the holder of such shares
     against surrender of the certificate(s) evidencing such shares to the
     Corporation or its agent. Any declared but unpaid dividends payable on a
     redemption date that occurs subsequent to the Dividend Record Date for a
     Dividend Period shall not be paid to the holder entitled to receive the
     redemption price on the redemption date, but rather shall be paid to the
     holder of record of the redeemed shares on such Dividend Record Date
     relating to the Dividend Payment Date as provided in subsection E above.
 
                                      -9-
<PAGE>
          (b) NO SINKING FUND. The Designated Preferred Stock will not be
     subject to any mandatory redemption, sinking fund or other similar
     provisions. Holders of Designated Preferred Stock will have no right to
     require redemption or repurchase of any shares of Designated Preferred
     Stock.
 
          (c) NOTICE OF REDEMPTION. Notice of every redemption of shares of
     Designated Preferred Stock shall be given by first class mail, postage
     prepaid, addressed to the holders of record of the shares to be redeemed
     at their respective last addresses appearing on the books of the
     Corporation. Such mailing shall be at least 30 days and not more than 60
     days before the date fixed for redemption. Any notice mailed as provided
     in this subsection G(c) shall be conclusively presumed to have been duly
     given, whether or not the holder receives such notice, but failure duly
     to give such notice by mail, or any defect in such notice or in the
     mailing thereof, to any holder of shares of Designated Preferred Stock
     designated for redemption shall not affect the validity of the
     proceedings for the redemption of any other shares of Designated
     Preferred Stock. Notwithstanding the foregoing, if shares of Designated
     Preferred Stock are issued in book-entry form through The Depository
     Trust Company or any other similar facility, notice of redemption may
     be given to the holders of Designated Preferred Stock at such time and in
     any manner permitted by such facility. Each notice of redemption given to
     a holder shall state: (1) the redemption date; (2) the number of shares
     of Designated Preferred Stock to be redeemed and, if less than all the
     shares held by such holder are to be redeemed, the number of such shares
     to be redeemed from such holder; (3) the redemption price; and (4) the
     place or places where certificates for such shares are to be surrendered
     for payment of the redemption price.
 
          (d) PARTIAL REDEMPTION. In case of any redemption of part of the
     shares of Designated Preferred Stock at the time outstanding, the shares
     to be redeemed shall be selected either PRO RATA or in such other manner
     as the Board of Directors or a duly authorized committee thereof may
     determine to be fair and equitable. Subject to the provisions hereof, the
     Board of Directors or a duly authorized committee thereof shall have full
     power and authority to prescribe the terms and conditions upon which
     shares of Designated Preferred Stock shall be redeemed from time to time.
     If fewer than all the shares represented by any certificate are redeemed,
     a new certificate shall be issued representing the unredeemed shares
     without charge to the holder thereof.
 
 
                                     -10-
<PAGE>
          (e) EFFECTIVENESS OF REDEMPTION. If notice of redemption has been
     duly given and if on or before the redemption date specified in the
     notice all funds necessary for the redemption have been deposited by the
     Corporation, in trust for the PRO RATA benefit of the holders of the
     shares called for redemption, with a bank or trust company doing business
     in the Borough of Manhattan, The City of New York, and having a capital
     and surplus of at least $500 million and selected by the Board of
     Directors, so as to be and continue to be available solely therefor,
     then, notwithstanding that any certificate for any share so called for
     redemption has not been surrendered for cancellation, on and after the
     redemption date dividends shall cease to accrue on all shares so called
     for redemption, all shares so called for redemption shall no longer be
     deemed outstanding and all rights with respect to such shares shall
     forthwith on such redemption date cease and terminate, except only the
     right of the holders thereof to receive the amount payable on such
     redemption from such bank or trust company, without interest. Any funds
     unclaimed at the end of three years from the redemption date shall, to
     the extent permitted by law, be released to the Corporation, after which
     time the holders of the shares so called for redemption shall look only
     to the Corporation for payment of the redemption price of such shares.
 
          (f) STATUS OF REDEEMED SHARES. Shares of Designated Preferred Stock
     that are redeemed, repurchased or otherwise acquired by the Corporation
     shall revert to authorized but unissued shares of Preferred Stock
     (PROVIDED that any such cancelled shares of Designated Preferred Stock
     may be reissued only as shares of any series of Preferred Stock other
     than Designated Preferred Stock).
 
         H. CONVERSION. Holders of Designated Preferred Stock shares shall
have no right to exchange or convert such shares into any other securities.
 
         I. VOTING RIGHTS.
 
          (a) GENERAL. The holders of Designated Preferred Stock shall not
     have any voting rights except as set forth below or as otherwise from
     time to time required by law.
 
          (b) PREFERRED STOCK DIRECTORS. Whenever, at any time or times,
     dividends payable on the shares of Designated Preferred Stock have not
     been paid for an aggregate of six quarterly Dividend Periods or more,
     whether or not consecutive, the authorized number of directors of the
     Corporation shall automatically be increased by two and the holders of
     the Designated Preferred Stock shall have the right, with holders of
     shares of any one or more other classes or series of Voting Parity Stock
 
                                     -11-
<PAGE>
     outstanding at the time, voting together as a class, to elect two
     directors (hereinafter the "PREFERRED DIRECTORS" and each a "PREFERRED
     DIRECTOR") to fill such newly created directorships at the Corporation's
     next annual meeting of stockholders (or at a special meeting called for
     that purpose prior to such next annual meeting) and at each subsequent
     annual meeting of stockholders until all accrued and unpaid dividends for
     all past Dividend Periods, including the latest completed Dividend Period
     (including, if applicable as provided in subsection E(a) above, dividends
     on such amount), on all outstanding shares of Designated Preferred Stock
     have been declared and paid in full at which time such right shall
     terminate with respect to the Designated Preferred Stock, except as
     herein or by law expressly provided, subject to revesting in the event of
     each and every subsequent default of the character above mentioned;
     PROVIDED that it shall be a qualification for election for any Preferred
     Director that the election of such Preferred Director shall not cause the
     Corporation to violate any corporate governance requirements of any
     securities exchange or other trading facility on which securities of the
     Corporation may then be listed or traded that listed or traded companies
     must have a majority of independent directors. Upon any termination of
     the right of the holders of shares of Designated Preferred Stock and
     Voting Parity Stock as a class to vote for directors as provided above,
     the Preferred Directors shall cease to be qualified as directors, the
     term of office of all Preferred Directors then in office shall terminate
     immediately and the authorized number of directors shall be reduced by
     the number of Preferred Directors elected pursuant hereto. Any Preferred
     Director may be removed at any time, with or without cause, and any
     vacancy created thereby may be filled, only by the affirmative vote of
     the holders a majority of the shares of Designated Preferred Stock at the
     time outstanding voting separately as a class together with the holders
     of shares of Voting Parity Stock, to the extent the voting rights of such
     holders described above are then exercisable. If the office of any
     Preferred Director becomes vacant for any reason other than removal from
     office as aforesaid, the remaining Preferred Director may choose a
     successor who shall hold office for the unexpired term in respect of
     which such vacancy occurred.
 
          (c) CLASS VOTING RIGHTS AS TO PARTICULAR MATTERS. So long as any
     shares of Designated Preferred Stock are outstanding, in addition to any
     other vote or consent of stockholders required by law or by the Charter,
     the vote or consent of the holders of at least 66 2/3% of the shares of
     Designated Preferred Stock at the time outstanding, voting as a separate
     class, given in person or by proxy, either in writing without a meeting
     or by vote at any meeting called for the purpose, shall be necessary for
     effecting or validating:
 
                                     -12-
<PAGE>
            (i) AUTHORIZATION OF SENIOR STOCK. Any amendment or alteration of
       the Charter to authorize or create or increase the authorized amount of,
       or any issuance of, any shares of, or any securities convertible into or
       exchangeable or exercisable for shares of, any class or series of capital
       stock of the Corporation ranking senior to Designated Preferred Stock
       with respect to either or both the payment of dividends and/or the
       distribution of assets on any liquidation, dissolution or winding up of
       the Corporation;
 
          (ii) AMENDMENT OF DESIGNATED PREFERRED STOCK. Any amendment,
       alteration or repeal of any provision of the Charter (including, unless
       no vote on such merger or consolidation is required by subsection
       I(c)(iii) below, any amendment, alteration or repeal by means of a
       merger, consolidation or otherwise) so as to adversely affect the rights,
       preferences, privileges or voting powers of the Designated Preferred
       Stock; or
 
          (iii) SHARE EXCHANGES, RECLASSIFICATIONS, MERGERS AND
       CONSOLIDATIONS. Any consummation of a binding share exchange or
       reclassification involving the Designated Preferred Stock, or of a merger
       or consolidation of the Corporation with another corporation or other
       entity, unless in each case (x) the shares of Designated Preferred Stock
       remain outstanding or, in the case of any such merger or consolidation
       with respect to which the Corporation is not the surviving or resulting
       entity, are converted into or exchanged for preference securities of the
       surviving or resulting entity or its ultimate parent, and (y) such shares
       remaining outstanding or such preference securities, as the case may be,
       have such rights, preferences, privileges and voting powers, and
       limitations and restrictions thereof, taken as a whole, as are not
       materially less favorable to the holders thereof than the rights,
       preferences, privileges and voting powers, and limitations and
       restrictions thereof, of Designated Preferred Stock immediately prior to
       such consummation, taken as a whole;
 
PROVIDED, HOWEVER, that for all purposes of this subsection I(c), any increase
in the amount of the authorized Preferred Stock, including any increase in the
authorized amount of Designated Preferred Stock necessary to satisfy
preemptive or similar rights granted by the Corporation to other persons prior
to the Signing Date, or the creation and issuance, or an increase in the
authorized or issued amount, whether pursuant to preemptive or similar rights
 
                                      -13-
<PAGE>
or otherwise, of any other series of Preferred Stock, or any securities
convertible into or exchangeable or exercisable for any other series of
Preferred Stock, ranking equally with and/or junior to Designated Preferred
Stock with respect to the payment of dividends (whether such dividends are
cumulative or non-cumulative) and the distribution of assets upon liquidation,
dissolution or winding up of the Corporation will not be deemed to adversely
affect the rights, preferences, privileges or voting powers, and shall not
require the affirmative vote or consent of, the holders of outstanding shares
of the Designated Preferred Stock.
 
          (d) CHANGES AFTER PROVISION FOR REDEMPTION. No vote or consent of
     the holders of Designated Preferred Stock shall be required pursuant to
     subsection I(c) above if, at or prior to the time when any such vote or
     consent would otherwise be required pursuant to such subsection, all
     outstanding shares of the Designated Preferred Stock shall have been
     redeemed, or shall have been called for redemption upon proper notice and
     sufficient funds shall have been deposited in trust for such redemption,
     in each case pursuant to subsection G above.
 
          (e) PROCEDURES FOR VOTING AND CONSENTS. The rules and procedures for
     calling and conducting any meeting of the holders of Designated Preferred
     Stock (including, without limitation, the fixing of a record date in
     connection therewith), the solicitation and use of proxies at such a
     meeting, the obtaining of written consents and any other aspect or matter
     with regard to such a meeting or such consents shall be governed by any
     rules of the Board of Directors or any duly authorized committee of the
     Board of Directors, in its discretion, may adopt from time to time, which
     rules and procedures shall conform to the requirements of the Charter,
     the Bylaws, and applicable law and the rules of any national securities
     exchange or other trading facility on which Designated Preferred Stock is
     listed or traded at the time.
 
         J. RECORD HOLDERS. To the fullest extent permitted by applicable law,
the Corporation and the transfer agent for Designated Preferred Stock may deem
and treat the record holder of any share of Designated Preferred Stock as the
true and lawful owner thereof for all purposes, and neither the Corporation
nor such transfer agent shall be affected by any notice to the contrary.
 
 
                                     -14-
<PAGE>
         K. NOTICES. All notices or communications in respect of Designated
Preferred Stock shall be sufficiently given if given in writing and delivered
in person or by first class mail, postage prepaid, or if given in such other
manner as may be permitted in the Charter or Bylaws or by applicable law.
Notwithstanding the foregoing, if shares of Designated Preferred Stock are
issued in book-entry form through The Depository Trust Company or any
similar facility, such notices may be given to the holders of Designated
Preferred Stock in any manner permitted by such facility.
 
         L. NO PREEMPTIVE RIGHTS. No share of Designated Preferred Stock shall
have any rights of preemption whatsoever as to any securities of the
Corporation, or any warrants, rights or options issued or granted with respect
thereto, regardless of how such securities, or such warrants, rights or
options, may be designated, issued or granted.
 
         M. REPLACEMENT CERTIFICATES. The Corporation shall replace any
mutilated certificate at the holder's expense upon surrender of that
certificate to the Corporation. The Corporation shall replace certificates
that become destroyed, stolen or lost at the holder's expense upon delivery to
the Corporation of reasonably satisfactory evidence that the certificate has
been destroyed, stolen or lost, together with any indemnity that may be
reasonably required by the Corporation.
 
         N. OTHER RIGHTS. The shares of Designated Preferred Stock shall not
have any rights, preferences, privileges or voting powers or relative,
participating, optional or other special rights, or qualifications,
limitations or restrictions thereof, other than as set forth herein or in the
Charter or as provided by applicable law."
 
         4. The foregoing amendment of the Certificate of Incorporation was
authorized by the Board of Directors of the Corporation at a meeting duly
called and held on December 29, 2008.
 
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
                                     -15-
<PAGE>
 
 
               IN WITNESS WHEREOF, the undersigned has signed this Certificate
          of Amendment of the Certificate of Incorporation of American Express
          Company under Section 805 of the Business Corporation Law on the
          7th day of January 2009.
 
 
 
                                                     /s/ Stephen P. Norman
                                                     ---------------------
                                                     Name:  Stephen P. Norman
                                                     Title: Secretary
 
                                     -16-

[As Filed: 01-09-2009]