2003 Committee Charter : AXP

The Committee is responsible for acting in place of the Board of Directors in emergencies
or in intervals between meetings of the Board of Directors.
The Committee shall be comprised of at least three members who shall be appointed by the
Board. The Committee shall report its activities to the Board at the Board's next meeting.
In carrying out its responsibilities, the Committee shall have all the authority of the Board
of Directors, except the Committee shall not have the power to fill vacancies in the Board, fix
compensation of directors, repeal or amend by-laws or adopt new by-laws, repeal or amend any
resolution of the Board which by its terms cannot be so amended or repealed, or submit to
shareholders any action that needs shareholders' approval under the Business Corporation Law of
the State of New York.
All acts done and powers conferred by the Committee shall be deemed to be and may be
certified as being done or conferred under authority of the Board of Directors.
The Chairman of the Committee shall invite all members of the Board of Directors who are
not Committee members to attend meetings of the Committee at which substantive action is to be