This proposal was submitted by Mr. Peter Lindner, 1 Irving
Place, #G-23-C, NY,  NY 10003

 STUDY AND REWRITE OF CURRENT AMERICAN  EXPRESS CODE OF
CONDUCT

RESOLVED: An effort must be made to address significant
social policy issues  unrecognized by American Express, in
its existing Code of Conduct.

THE PROBLEM: While the code has proven to be effective in
part, it breaks  down in the implementation of effective
enforcement procedures, leaving  affected employees
suffering.  Needless to say, when a set of rules and laws
exist, but are not conscientiously enforced, they become
merely window  dressing.

ISSUE I: How easy it is for management to state that,
'ordinary business  problems should be confined to
resolution by management.'  But, if it feels like
harassment to the employee, for whom is it an 'ordinary
business problem?'  The  affected employee often views what
appears 'ordinary' to management, quite  differently.
Management can often be part of the problem and sometimes
are the  perpetrators thereof.

ISSUE II: The decision, as to what constitutes 'ordinary
business' and what  constitutes  'significant
discrimination' and/or 'significant harassment' in the
corporate setting, requires an objective study by an
objective body.  With regard  to employee verses management
disputes, won't management always have the  edge?

ISSUE III: When company policies and policy issues are in
question, why  shouldn't we turn to the votes of the
shareholders...those most deeply affected by  the results of
these issues?

ISSUE IV: Can any one person having the clarity of vision
and totally objective  grasp of the laws, to be able to
assemble all of the facts and pass down a truly  unbiased
decision.

PROPOSED SOLUTION: The appointment of a  'Justice
Committee,' or 'Truth  Committee,' created to act as an
investigative body, with the sole purpose of  facilitating
the enforcement of, what is otherwise, an excellently
designed Code  of Conduct.  The ultimate goal and outcome
of these investigations would be  justice.  The guidelines
would be designed to be equally fair to management and
employees.  This committee might be modeled after the
successful 'Truth  Commissions,' in South Africa, designed
to undo apartheid.

This committee would be comprised of stakeholders; i.e.,
experts, shareholders  and lawyers, who would look into
past cases, as far back as ten years, in order to  analyze
the fairness of present resolution methodology.     Using
these models, the committee would put into place a system
of punishments  and rewards, effective in the admission, or
non-admission, of questionable events  witnessed.  Such a
system is the only way to allay the fears, which obstruct
admission of truth.  Whether a monetary remuneration or the
assurance of not  being fired, the witness must be
respected, even honored, and the perpetrator,  punished by
firing.  Additional details on: www.AmexTruth.com

CONCLUSION: The expectation is that such a committee,
supported by the  shareholders, will be in within one year
of acceptance, offering quarterly public  reports.  For, a
lack of adherence to basic principles of conduct erodes
confidence  in the company and has affected, or will
affect, the market price of the  company's shares.  Even
worse, it erodes the human spirit, its willingness to trust
and its ability to perform.