3235-0145 Expires: October 31, 2002 Estimated Average Burden Hours Per Form

OMB APPROVAL ------OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per form...... 14.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934

(AMENDMENT NO. 5)*

ADMINISTAFF, INC. ------(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE ------(Title of Class of Securities)

00 7094105 ------(CUSIP Number)

LOUISE M. PARENT, ESQ. AMERICAN EXPRESS COMPANY AMERICAN EXPRESS TOWER WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK, NEW YORK 10285 (212) 640-5789 ------(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 19, 2001 ------(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D CUSIP No. 00 7094105

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

American Express Travel Related Services Company, Inc. I.R.S. Identification No. 13-3133497

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

State of New York

7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 4,992,282 EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 0

9 SOLE DISPOSITIVE POWER

4,992,282

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,992,282

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8%

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D

CUSIP No. 00 7094105

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Express Foundation I.R.S. Identification No. 13-6123529

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3

SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

State of New York

NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 525,000 PERSON WITH 8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

525,000

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

525,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.7%

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D originally filed on February 6, 1998, as amended (the "Schedule"), by American Express Travel Related Services Company, Inc. ("TRS") with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Administaff, Inc, a Delaware corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule.

Item 2 of the Schedule is amended and restated in its entirety to read as follows:

"This Statement is filed by (1) American Express Travel Related Services Company, Inc. ("TRS"), a New York corporation and a wholly-owned subsidiary of American Express Company, a New York corporation ("American Express"), and (2) American Express Foundation (the "Foundation"), a New York not for profit corporation. The principal business of American Express is providing travel related services, financial advisory services and international banking services throughout the world. The principal business of TRS is providing travel related services. The principal activity of the Foundation is to support the philanthropic efforts of American Express around the world. The address of the principal businesses and offices of American Express, TRS and the Foundation is American Express Tower, World Financial Center, New York, New York 10285.

The name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each executive officer and director of American Express, TRS and the Foundation are set forth in Appendix A and are incorporated herein by reference.

During the last five years, to the best knowledge of TRS and the Foundation, none of American Express, TRS or the Foundation, or any of the executive officers or directors of American Express, TRS or the Foundation, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither American Express, TRS or the Foundation nor, to the best knowledge of American Express, TRS and the Foundation, any of their respective executive officers or directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such person's being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

TRS and the Foundation are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of American Express, TRS and the Foundation that such a group exists. A copy of the Joint Filing Agreement is attached hereto as Exhibit 5."

Items 3, 4, 5 and 6 of the Schedule are hereby amended and supplemented by adding thereto the following:

On February 19, 2001, (1) the Issuer and TRS entered into a letter agreement (the "TRS Letter Agreement"), dated February 16, 2001, whereby the Issuer agreed to purchase up to 275,000 shares of Common Stock (the "TRS Purchased Shares") from TRS, at TRS's option, at a purchase price per share (the "Purchase Price") equal to ninety-nine percent (99%) of the average of the closing sales prices of a share of Common Stock as reported on the New York Stock Exchange composite transactions tape and reflected in the three star New York City edition of The Wall Street Journal over a twenty (20) trading-day period, of which the first ten trading days end on February 16, 2001 and the second ten trading days commence on the day that the Issuer releases its earnings report for the fourth quarter of 2000 and (2) the Issuer and the Foundation entered into a letter agreement (the "Foundation Letter Agreement"), dated February 16, 2001, whereby the Issuer agreed to purchase up to 525,000 shares of Common Stock (the "Foundation Purchased Shares") from the Foundation, at the option of the Foundation, at the Purchase Price. On February 15, 2001, TRS made a charitable contribution of a gift of 525,000 shares of Common Stock to the Foundation.

The TRS Letter Agreement and the Foundation Letter Agreement provide that (1) the Issuer's obligation to purchase the TRS Purchased Shares or the Foundation Purchased Shares, as the case may be, is conditional upon (A) TRS's first having exercised Warrants to purchase 800,000 shares of Common Stock at an exercise price of $20 per share (subject to adjustment in accordance with the terms of the Warrant Agreement between the Issuer and TRS dated as of March 10, 1998) on or before March 10, 2001, (B) the Purchase Price not exceeding $30 per share and (c) TRS or the Foundation, as the case may be, notifying the Issuer that it is exercising its right to sell the TRS Purchased Shares or the Foundation Purchased Shares, as the case may be, not later than 5:00 p.m. on March 12, 2001.

The TRS Letter Agreement and the Foundation Letter Agreement also provide that closing of the sale and purchase of the TRS Purchased Shares or the Foundation Purchased Shares, as the case may be, will take place on March 12, 2001 or such other day determined by TRS and the Issuer or the Foundation and the Issuer, as the case may be.

The TRS Letter Agreement further provides that, if requested by TRS, the Issuer and TRS will net settle the exercise of Warrants and the sale and purchase of the TRS Purchased Shares. It is expected that TRS will use available cash on hand to finance any payment to be made to the Issuer in connection with these transactions.

A copy of the TRS Letter Agreement is filed as Exhibit 6 hereto and a copy of the Foundation Letter Agreement is filed as Exhibit 7 hereto. Each of these exhibits is incorporated herein by reference. The foregoing summary of the TRS Letter Agreement and the Foundation Letter Agreement is qualified in its entirety by such reference.

Currently, TRS beneficially owns in the aggregate 4,992,282 shares of Common Stock, representing approximately 15.8% of the Issuer's outstanding shares of Common Stock, and the Foundation beneficially owns 525,000 shares of Common Stock, representing approximately 1.7% of the Issuer's outstanding shares of Common Stock.

In the event that (1) TRS exercises Warrants to purchase 800,000 shares of Common Stock, (2) TRS sells 275,000 shares of Common Stock to the Issuer pursuant to the TRS Letter Agreement and (3) the Foundation sells 525,000 shares of Common Stock to the Issuer pursuant to the Foundation Letter Agreement, it is expected that TRS will beneficially own in the aggregate 5,517,282 shares of Common Stock, representing approximately 17.5% of the Issuer's outstanding shares of Common Stock, and the Foundation will beneficially own no such shares of Common Stock. The foregoing percentages are based on the information contained in the Issuer's most recent quarterly report on Form 10-Q, filed on November 14, 2000, which indicates that, as of October 31, 2000, 27,443,849 shares of Common Stock were outstanding. The share numbers and percentages in this Amendment give effect to the 2-for-1 stock split of the Common Stock effected by the Issuer as of October 16, 2000.

Item 7 of the Schedule is hereby amended and restated in its entirety to read as follows:

The following exhibits are filed herewith:

Exhibit Description ------

1 Securities Purchase Agreement between TRS and Administaff, Inc., dated as of January 27, 1998.

2 Form of Marketing Agreement to be entered into among the Issuer, TRS, Administaff Companies, Inc. and Administaff of Texas, Inc.

3 Form of Registration Rights Agreement to be entered into between the Issuer and TRS.

4 Form of Warrant Agreement to be entered into between the Issuer and TRS.

5 Joint Filing Agreement dated as of February 19, 2001 among the Issuer, TRS and the Foundation.

6 Letter Agreement dated February 16, 2001 between the Issuer and TRS.

7 Letter Agreement dated February 16, 2001 between the Issuer and the Foundation.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to American Express Travel Related Services Company, Inc. is true, complete and correct.

Dated: February 22, 2001

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

By: /s/ Stephen P. Norman ------Name: Stephen P. Norman Title: Secretary

AMERICAN EXPRESS FOUNDATION.

By: /s/ Mary Beth Salerno ------Name: Mary Beth Salerno Title: President

APPENDIX A

AMERICAN EXPRESS COMPANY

LIST OF DIRECTORS AND OFFICERS

The following individuals are executive officers or directors of American Express. Unless otherwise noted, each individual is a citizen of the United States, and the business address of each executive officer of American Express is American Express Tower, World Financial Center, 200 Vesey Street, New York, New York 10285.

Name Title Principal Occupation and Address ------and Business of Employer ------

Daniel F. Akerson Director Chairman and Chief Executive Officer XO Communications, Inc. 11111 Sunset Hills Road, 5th Floor Reston, Virginia 20190

Edwin L. Artzt Director Retired Chairman of the Board and Chief Executive Officer The Proctor & Gamble Company One Proctor & Gamble Plaza Cincinnati, Ohio 45202-3315

William G. Bowen Director President The Andrew W. Mellon Foundation 140 East 62nd Street New York, New York 10021

Anne M. Busquet President, Interactive Services and New Businesses, TRS

Kenneth I. Chenault Chief Executive Officer and Director

James M. Cracchiolo Group President-- American Express Company Global Financial Services, TRS 200 AXP Financial Center Minneapolis, MN 55474

Robert L. Crandall Director Former Chairman and Chief Executive Officer AMR Corp. and American Airlines, Inc. The Tower at Williams Square 5215 N. O'Connor Blvd. Irving, Texas 75039 Gary L. Crittenden Chief Financial Officer

Ursula F. Fairbairn Executive Vice President, Human Resources

Edward P. Gilligan Group President-- Global Corporate Services, TRS

Harvey Golub Chairman and Director

Beverly Sills Greenough Director Chairman Lincoln Center for the Performing Arts 165 West 65th Street, 9th Floor New York, New York 10023

John D. Hayes Executive Vice President, Advertising

David C. House Group President-- Global Establishment Services and Travelers Cheque, TRS

F. Ross Johnson Director Chairman and Chief Executive Officer RJM Group 200 Galleria Parkway, N.W., Suite 970 Atlanta, Georgia 30339

Vernon E. Jordan, Jr. Director Senior Managing Director Lazard, Inc. 30 Rockefeller Plaza New York, NY 10020

Alfred Kelly Jr. Group President-- U.S. Consumer and Small Business Services, TRS

Jan Leschly Director Chairman and Chief Executive Officer Care Capital LLC Princeton Overlook I 100 Overlook Center and Route 1 Princeton, NJ 08540

Jonathan S. Linen Vice Chairman

Richard A. McGinn Director Former Chairman and CEO Lucent Technologies, Inc. 600 Mountain Avenue Murray Hill, NJ 07974

Louise M. Parent Executive Vice President and General Counsel

Frank P. Popoff Director Former Chairman and Chief Executive Officer The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674

Glen Salow Executive Vice President and Chief Information Officer

Thomas Schick Executive Vice President, Corporate Affairs and Communications

American Express Travel Related Services Company, Inc. List of Directors and Officers

The following individuals are executive officers or directors of TRS. Unless otherwise noted, each individual is a citizen of the United States, and the business address of each executive officer of TRS, and of American Express Company, is American Express Tower, World Financial Center, 200 Vesey Street, New York, New York 10285.

Name Title Principal Occupation and Address ------and Business of Employer ------

Anne M. Busquet President, Interactive Services and New Businesses

Kenneth I. Chenault President, Chief Executive Officer Chief Executive Officer and Director American Express Company

Edward P. Gilligan Group President-- Global Corporate Services

Harvey Golub Chairman and Director Chairman American Express Company

David C. House Group President--Global Establishment Services and Travelers Cheque

Alfred Kelly Jr. Group President-- U.S. Consumer and Small Business Services

Louise M. Parent General Counsel and Director Executive Vice President and General Counsel American Express Company

Jay B. Stevelman Treasurer

American Express Foundation List of Directors and Officers

The following individuals are executive officers or trustees of the Foundation. Unless otherwise noted, each individual is a citizen of the United States, and the business address of each executive officer of the Foundation, and of American Express Company, is American Express Tower, World Financial Center, 200 Vesey Street, New York, New York 10285.

Name Title Principal Occupation and Address ------and Business of Employer ------

Mary Ellen Craig Comptroller Director, Philanthropic Program American Express Company

Kenneth I. Chenault Trustee Chief Executive Officer American Express Company

Harvey Golub Trustee Chairman American Express Company

Cornelia Higginson Secretary Vice President--Philanthropic Program International American Express Company

Jonathan S. Linen Trustee Vice Chairman American Express Company

Mary Beth Salerno Trustee and President Vice President--Worldwide Philanthropy American Express Company

Thomas Schick Trustee Executive Vice President--Corporate Affairs and Communications American Express Company

David L. Yowan Treasurer Assistant Treasurer American Express Company

Exhibit Index

Exhibit Description ------

1 Securities Purchase Agreement between TRS and Administaff, Inc., dated as of January 27, 1998.*

2 Form of Marketing Agreement to be entered into among the Issuer, TRS, Administaff Companies, Inc. and Administaff of Texas, Inc.*

3 Form of Registration Rights Agreement to be entered into between the Issuer and TRS.*

4 Form of Warrant Agreement to be entered into between the Issuer and TRS.*

5 Joint Filing Agreement dated as of February 19, 2001 among the Issuer, TRS and the Foundation.**

6 Letter Agreement dated February 16, 2001 between the Issuer and TRS.**

7 Letter Agreement dated February 16, 2001 between the Issuer and the Foundation.**

------* Previously filed with the Securities and Exchange Commission ** Filed herewith Exhibit 5 JOINT FILING AGREEMENT

JOINT FILING AGREEMENT (this "Agreement"), dated as of February 19, 2001 among American Express Travel Related Services Company, Inc., a New York corporation ("TRS") and American Express Foundation a New York not for profit corporation (the "Foundation").

W I T N E S S E T H

WHEREAS, as of the date hereof, each TRS and the Foundation is filing an amendment (the "Amendment") to the Schedule 13D (the "Schedule 13D") under the Securities Exchange Act of 1934 (the "Exchange Act") originally filed on February 6, 1998, as amended (the "Schedule"), by TRS with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Administaff, Inc, a Delaware corporation (the "Issuer");

WHEREAS, each of TRS and the Foundation eligible to file the Amendment;

WHEREAS, each of TRS and the Foundation wishes to file the Amendment and any further amendments to the Schedule 13D thereto jointly and on behalf of each of TRS and the Foundation, pursuant to Rule 13d-1(k)(1) under the Exchange Act;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows:

1. TRS and the Foundation hereby agree that the Amendment is, and any further amendments to the Schedule 13D will be, filed on behalf of each of TRS and the Foundation pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

2. Each of TRS and the Foundation hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(i) under the Exchange Act, it is responsible for the timely filing of the Amendment and any further amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning it contained therein, and is not responsible for the completeness and accuracy of the information concerning any of the other parties contained therein, unless it knows or has reason to know that such information is inaccurate.

3. Each of TRS and the Foundation hereby agrees that this Agreement shall be filed as an exhibit to the Amendment and the Schedule 13D, pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed individually or by their respective directors hereunto duly authorized as of the day and year first above written.

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

By: /s/ Stephen P. Norman ------Name: Stephen P. Norman Title: Secretary

AMERICAN EXPRESS FOUNDATION.

By: /s/ Mary Beth Salerno ------Name: Mary Beth Salerno Title: President Exhibit 6 Administaff, Inc. 19001 Crescent Springs Drive Kingwood, TX 77339

February 16, 2001

American Express Travel Related Services Company, Inc. American Express Tower World Financial Center 200 Vesey Street

New York, New York 10285

Dear Sirs:

This letter sets forth the parties' agreement with respect to the purchase by Administaff, Inc. ("ASF") from American Express Travel Related Services Company, Inc. ("TRS") of up to 275,000 shares of ASF common stock, par value $0.01 per share (the "Shares").

The parties agree as follows:

1. ASF agrees to purchase up to 275,000 Shares from TRS at a purchase price per share equal to ninety-nine percent (99%) of the average of the closing sales prices of a Share as reported on the New York Stock Exchange composite transactions tape and reflected in the three star New York City edition of the Wall Street Journal over a twenty (20) trading-day period, of which the first ten trading days end on February 16, 2001 and the second ten trading days commence on the day that ASF releases its earnings report for the fourth quarter of 2000.

2. ASF's obligation to purchase the Shares is conditional upon (a) TRS first having exercised its warrant to purchase 800,000 shares of ASF common stock (the "Warrant Shares") at an exercise price of $20 per Warrant Share (subject to adjustment in accordance with the terms of the warrant) on or before March 10, 2001, the expiration date of the warrant; (b) the per share purchase price calculated as set forth in (1) above not exceeding $30; and (c) TRS notifying ASF that it is exercising its right to sell Shares under this Agreement not later than 5:00 p.m. on March 12, 2001.

3. Notwithstanding anything else to the contrary herein, TRS is not obligated to exercise the warrant; provided that if TRS does exercise the warrant and thereafter TRS desires to sell up to 275,000 Shares on or before March 12, 2001, TRS shall sell such Shares first pursuant to this Agreement.

4. The closing of the sale and purchase will take place on March 12, 2001 or such other day determined by TRS and ASF. At the closing, ASF will pay to TRS the aggregate purchase price for the Shares by wire transfer of immediately available funds, and TRS will deliver to ASF certificates representing the Shares, duly endorsed for transfer. If so requested by TRS, the parties will net settle the exercise of the warrant and the sale and purchase of the Shares hereunder.

5. ASF will pay all stamp, transfer and similar taxes in connection with the issuance of the Warrant Shares. TRS will pay all stamp, transfer and similar taxes, and all federal and state income taxes, in connection with TRS' ownership and exercise of the warrant and the sale of the Shares.

6. The Shares TRS intends to sell are those common shares originally purchased from ASF in March 1998 and not the Warrant Shares. The parties shall execute any additional documents, if any, reasonably required for TRS to adequately identify the Shares sold by TRS hereunder as being the shares originally purchased from ASF in March 1998.

7. ASF will prepare a press release pursuant to which it will announce this agreement. Such release shall require the prior approval of TRS, such approval not to be unreasonably withheld.

8. This letter agreement shall be governed by the laws of the State of New York, without reference to conflict of laws rules. ADMINISTAFF, INC.

By: /s/ Richard G. Rawson ------Richard G. Rawson Executive Vice President of Administration, Chief Financial Officer and Treasurer

AGREED:

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

By: /s/ Jay B. Stevelman ------Name: Jay B. Stevelman Title: Treasurer Exhibit 7 Administaff, Inc. 19001 Crescent Springs Drive Kingwood, TX 77339

February 16, 2001

American Express Foundation American Express Tower World Financial Center 200 Vesey Street New York, New York 10285

Dear Sirs:

This letter sets forth the parties' agreement with respect to the purchase by Administaff, Inc. ("ASF") from the American Express Foundation ("Foundation") of up to 525,000 shares of ASF common stock, par value $0.01 per share (the "Shares").

The parties agree as follows:

1. ASF agrees to purchase up to 525,000 Shares from the Foundation at a purchase price per share equal to ninety-nine percent (99%) of the average of the closing sales prices of a Share as reported on the New York Stock Exchange composite transactions tape and reflected in the three star new York City edition of the Wall Street Journal over a twenty (20) trading-day period, of which the first ten trading days end on February 16, 2001 and the second ten trading days commence on the day that ASF releases its earnings report for the fourth quarter of 2000.

2. ASF's obligation to purchase the Shares is conditional upon (a) American Express Travel Related Services Company, Inc. ("TRS") first having exercised its warrant to purchase 800,000 shares of ASF common stock (the "Warrant Shares") at an exercise price of $20 per Warrant Share (subject to adjustment in accordance with the terms of the warrant) on or before March 10, 2001, the expiration date of the warrant; (b) the per share purchase price calculated as set forth in (1) above not exceeding $30; and (c) the Foundation notifying ASF that it is exercising its right to sell Shares under this Agreement not later than 5:00 p.m. on March 12, 2001.

3. It is understood and agreed by the parties that TRS is not obligated to exercise the warrant; provided that if TRS does exercise the warrant and thereafter the Foundation desires to sell up to 575,000 Shares on or before March 12, 2001, the Foundation shall sell such Shares first pursuant to this Agreement.

4. The closing of the sale and purchase will take place on March 12, 2001 or such other day determined by the Foundation and ASF. At the closing, ASF will pay to the Foundation the aggregate purchase price for the Shares by wire transfer of immediately available funds, and Foundation will deliver to ASF certificates representing the Shares, duly endorsed for transfer.

5. The Foundation will pay all stamp, transfer and similar taxes and all federal and state income taxes in connection with the Foundation's sale of the Shares.

6. The Shares Foundation intends to sell are those common shares originally purchased by TRS from ASF in March 1998 and contributed by TRS to the Foundation. The parties shall execute any additional documents, if any, reasonably required for the Foundation to adequately identify the Shares sold by it hereunder as being the shares originally purchased by TRS from ASF in March 1998.

7. ASF will prepare a press release pursuant to which it will announce this agreement. Such release shall require the prior approval of the Foundation, such approval not to be unreasonably withheld.

8. This letter agreement shall be governed by the laws of the State of New York, without reference to conflict of laws rules.

ADMINISTAFF, INC. By: /s/ Richard G. Rawson ------Richard G. Rawson Executive Vice President of Administration, Chief Financial Officer and Treasurer

AGREED:

AMERICAN EXPRESS FOUNDATION

By: /s/ David L. Yowan ------Name: David L. Yowan Title: Treasurer