EXHIBIT 10.1


 


AMERICAN EXPRESS COMPANY


2007 INCENTIVE COMPENSATION PLAN


PORTFOLIO GRANT 2009-2010


TO


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Employee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  January 26, 2009

  	
   

  	
  December 31, 2010

  
	
  Award Date

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  
	
   

  	
  $

  	
   

  
	
   

  	
  Total Target Value

  	
   

  






 


We
are pleased to inform you that, pursuant to the Company’s 2007 Incentive
Compensation Plan, as amended (the “Plan”), the Compensation and Benefits
Committee (the “Committee”) of the Board of Directors (the “Board”) of American
Express Company (the “Company”), made an award of a portfolio grant to you as
hereinafter set forth (the “Award”) under the Plan as of the award date
specified above (the “Award Date”).  The
Award is subject to the Detrimental Conduct Provisions established by the
Committee, and as from time to time amended.


 


1.             General.  You have been
granted the Award subject to the provisions of the Plan and the terms,
conditions and restrictions set forth in this agreement (this “Agreement”).  The Award consists of two separate
performance periods:  January 1,
2009 through December 31, 2009 (the “2009 Performance Period”) and January 1,
2010 through December 31, 2010 (the “2010 Performance Period”) (the 2009
Performance Period and the 2010 Performance Period each, a “Performance Period”
and collectively, the “Performance Periods”). 
The Total Target Value of the Award is allocated 50% to the 2009
Performance Period and 50% to the 2010 Performance Period (each, a “Total
Annual Target Value”).  Each Total Annual
Target Value consists of the Target Values of four components:  the Target Value of the Annual EPS Incentive
Component (the “Annual EPS Target Value”); the Target Value of the Annual Net
Revenue Incentive Component (the “Annual Net Revenue Target Value”); the Target
Value of the Annual ROE Incentive Component (the “Annual ROE Target Value”);
and the Target Value of the Relative Total Shareholder Return Component (the “Relative
TSR Target Value”).  Each component’s
Target Value is 25% of the Total Annual Target Value.  The period beginning January 1, 2009 and
ending on the expiration date specified above (the “Expiration Date”) is the “Award
Period.”  The Total Target Value, or any
of its components, may be reduced by the Committee in its sole discretion,
which may include but need not be limited to, situations where on the last day
of a Performance Period you are engaged in Related Employment, as that term is
defined in the Plan.  The Schedule A
Value (as that term is defined below), if any, for a Performance Period of each
component will be determined as specified in Paragraph 3.  There


 

















 


shall be a
separate Schedule A for each Performance Period, which shall be established
within the first 90 days of the applicable Performance Period.


 


2.             Requirement of Employment. 
Except as otherwise provided in Paragraphs 4 and 6, your rights to
the Cash Value and the Number of Restricted Shares or Restricted Stock Units
(as those terms are defined below), if any, for a Performance Period under
Paragraph 5 shall be provisional and shall be canceled in whole or in part, as
determined by the Committee in its sole discretion if your continuous
employment with the Company and its Affiliates (as that term is defined in the
Plan) or your Related Employment (as that term is defined in the Plan)
(hereinafter collectively referred to as “employment with the American Express
companies”), terminates for any reason on or before the Payment Date for such
Performance Period set forth in Paragraph 5. 
Whether and as of what date your employment with the American Express
companies shall terminate if you are granted a leave of absence or commence any
other break in employment intended by your employer to be temporary, shall be
determined by the Committee in its sole discretion.


 


3.             Determination of the Schedule A Values, Initial Value,
Final Value, Cash Value and the Number of Restricted Shares or Restricted Stock
Units.


 


(a)           For each Performance
Period, except as otherwise provided in this Paragraph 3 and in Paragraphs 2, 4
and 6, there shall be paid to you with respect to such Performance Period in accordance
with Paragraph 5, the sum, as may be adjusted by the Committee pursuant to
Subparagraph 3(i), of:


 


(i)            the applicable
Schedule A Value of the Annual EPS Incentive Component (the “Annual EPS
Schedule A Value”), if any, as of the last day of such Performance Period, as
provided in Subparagraph 3(b);


 


(ii)           the Schedule A
Value of the Annual Net Revenue Incentive Component (the “Annual Net Revenue
Schedule A Value”), if any, as of the last day of such Performance Period, as
provided in Subparagraph 3(c);


 


(iii)          the Schedule A
Value of the Annual ROE Incentive Component (the “Annual ROE Schedule A Value”),
if any, as of the last day of such Performance Period, as provided in
Subparagraph 3(d); and


 


(iv)          the Schedule A Value
of the Relative Total Shareholder Return Component (the “Relative TSR Schedule
A Value”), if any, as of the last day of such Performance Period, as provided
in Subparagraph 3(e).


 


(b)           Annual EPS
Schedule A Value.  Except as
otherwise provided in this Paragraph 3, the Annual EPS Schedule A Value as of
the last day of a Performance Period will be equal to (Xb) times (Yb),
where (Xb) equals the Annual EPS Incentive Payout
Percentage, if any, determined by the Committee in its sole discretion based on
the Annual EPS (as that term is defined below) of the Company or of a unit of
the Company, as the case may be, pursuant to the formula provided in the
applicable Schedule A for such Performance Period, and where (Yb) is the Annual EPS Target Value such Performance
Period.  However, in no event will (Xb) be greater than the Maximum Annual EPS Value, which
equals the maximum Annual EPS 


 


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Incentive Payout
Percentage set forth in the applicable Schedule A for such Performance Period,
times the Annual EPS Target Value such Performance Period.


 


(c)           Annual Net
Revenue Schedule A Value.  Except as
otherwise provided in this Paragraph 3, the Annual Net Revenue Schedule A Value
as of the last day of a Performance Period will be equal to (Xc) times (Yc),
where (Xc) equals the Annual Net Revenue Incentive
Payout Percentage, if any, determined by the Committee in its sole discretion
based on the Annual Net Revenue (as that term is defined below) of the Company
or of a unit of the Company, as the case may be, pursuant to the formula
provided in the applicable Schedule A for such Performance Period, and where (Yc) is the Annual Net Revenue Target Value such
Performance Period.  However, in no event
will (Xc) be greater than the Maximum Annual Net
Revenue Value, which equals the maximum Annual Net Revenue Incentive Payout
Percentage set forth in the applicable Schedule A for such Performance Period,
times the Annual Net Revenue Target Value such Performance Period.


 


(d)           Annual ROE
Schedule A Value.  Except as otherwise
provided in this Paragraph 3, the Annual ROE Schedule A Value as of the
last day of a Performance Period will be equal to (Xd)
times (Yd), where (Xd)
equals the Annual ROE Incentive Payout Percentage, if any, determined by the
Committee in its sole discretion based on the Annual ROE (as that term is
defined below) of the Company or of a unit of the Company, as the case may be,
pursuant to the formula provided in the applicable Schedule A for such
Performance Period, and where (Yd)
is the Annual ROE Target Value such Performance Period.  However, in no event will (Xd) be greater than the Maximum Annual ROE Value, which
equals the maximum Annual ROE Incentive Payout Percentage set forth in the
applicable Schedule A for such Performance Period, times the Annual ROE Target
Value such Performance Period.


 


(e)           Relative TSR
Schedule A Value.  Except as
otherwise provided in this Paragraph 3, the Relative TSR Schedule A Value as of
the last day of a Performance Period will be equal to (Xe) times (Ye),
where (Xe) equals the Relative TSR Incentive
Payout Percentage, if any, determined by the Committee in its sole discretion
based on a comparison of the Amex TSR and the S&P 500 TSR, pursuant to the
formula provided in the applicable Schedule A for such Performance Period, and
where (Ye) is the Relative TSR Target Value such
Performance Period.  However, in no event
will (Xe) be greater than the Maximum TSR Value,
which equals the maximum Relative TSR Incentive Payout Percentage set forth in
the applicable Schedule A for such Performance Period, times the Relative TSR
Target Value such Performance Period.


 


(f)            Calculation.  In the application of the applicable Schedule
A for a Performance Period, after the end of such Performance Period, for
purposes of determining the Schedule A Values for such Performance Period
pursuant to Subparagraphs 3(b), (c), (d) and (e):


 


(i)            if the Annual EPS
is less than the level needed to have some Annual EPS Schedule A Value, there
shall be no Annual EPS Schedule A Value; and if the Annual EPS is equal to or
greater than the level to have some Annual EPS Schedule A Value, but less than
or equal to the maximum level, and the Annual EPS actually attained is not
represented in the table set forth on the applicable Schedule A for such Performance
Period, then the Annual EPS Schedule A Value shall be determined by
straight-line interpolation from the 


 


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amounts specified
in such table immediately less than and greater than the Annual EPS actually
attained;


 


(ii)           if the Annual Net
Revenue is less than the level needed to have some Annual Net Revenue Schedule
A Value, there shall be no Annual Net Revenue Schedule A Value; and if the
Annual Net Revenue is equal to or greater than the level to have some Annual
Net Revenue Schedule A Value, but less than or equal to the maximum level, and
the Annual Net Revenue actually attained is not represented in the table set
forth on the applicable Schedule A for such Performance Period, then the
Annual Net Revenue Schedule A Value shall be determined by straight-line
interpolation from the amounts specified in such table immediately less than
and greater than the Annual Net Revenue actually attained;


 


(iii)          if the Annual ROE
is less than the level needed to have some Annual ROE Schedule A Value, there
shall be no Annual ROE Schedule A Value; and if the Annual ROE is equal to or
greater than the level to have some Annual ROE Schedule A Value, but less than
or equal to the maximum level, and the Annual ROE actually attained is not
represented in the table set forth on the applicable Schedule A for such
Performance Period, then the Annual ROE Schedule A Value shall be determined by
straight-line interpolation from the amounts specified in such table
immediately less than and greater than the Annual ROE actually attained; and


 


(iv)          if the difference
between the Amex TSR and the S&P 500 TSR is less than the level needed to
have some Relative TSR Schedule A Value, there shall be no Relative TSR
Schedule A Value; and if the difference between the Amex TSR and the S&P
500 TSR is equal to or greater than the level to have some Relative TSR
Schedule A Value, but less than or equal to the maximum level, and the actual
difference between the Amex TSR and the S&P 500 TSR is not represented in
the table set forth on the applicable Schedule A for such Performance Period,
then the Relative TSR Schedule A Value shall be determined by straight-line
interpolation from the amounts specified in such table immediately less than
and greater than the actual difference between the Amex TSR and the S&P 500
TSR.


 


(g)           Definitions.  For purposes of this Award, the following
terms shall have the following meanings (which will take into account, in each
case, the expenses and other financial effect for the applicable year(s) of
portfolio grants under the Plan except as adjusted by the application of
Subparagraphs 3(h) and 3(i)).


 


(i)            “Annual Net Revenue”
means, for any given year, the total
managed revenue net of interest expense of the Company or of a segment or other
part of the Company, as the case may be, for such year, as reported by the
Company.


 


(ii)           “Net Income” means,
for any given Performance Period, the after-tax net income (or loss) of the
Company or of a segment or other part of the Company, as the case may be, for
such Performance Period, as reported by the Company and as adjusted below.  The calculation of Net Income for any given
Performance Period will be adjusted to exclude:


 


·                  reported cumulative effect of accounting changes;


 


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·                  reported income and losses from discontinued
operations; and


 


·                  reported extraordinary gains and losses as determined
under generally accepted accounting principles.


 


(iii)          “Annual EPS” means,
for any given Performance Period, the diluted earnings (or loss) per share of
the Company for such Performance Period, as determined by the Company.  The calculation of Annual EPS, for any given
Performance Period, will be adjusted in the same fashion as Net Income for such
Performance Period.


 


(iv)          “Average Annual
Shareholders’ Equity” means, for any given Performance Period, the sum of the
total shareholders’ equity of the Company or of a segment or other part of the
Company, as the case may be, as of the first day of such Performance Period and
as of the end of each month during such Performance Period (each as reported by
the Company), divided by 13.


 


(v)           “Annual ROE” means,
for any given Performance Period, the Net Income for such Performance Period
divided by the Average Annual Shareholders’ Equity for such Performance Period.


 


(vi)          “Amex Total
Shareholder Return” or “Amex TSR” means, for any given Performance Period, the
annual growth rate, expressed as a percentage with one decimal point, in the
value of a share of common stock in the Company due to stock appreciation and
dividends, assuming dividends are reinvested, during such Performance
Period.  For this purpose, the “Beginning
Stock Price” shall mean the average closing sales prices of the Company’s
common stock on the New York Stock Exchange Composite Transaction Tape for the
trading days in the month immediately preceding the beginning of the
Performance Period; and, the “Ending Stock Price” shall mean the average
closing sales prices of the Company’s common stock on the New York Stock
Exchange Composite Transaction Tape for the trading days in the month
immediately preceding the end of the Performance Period.  Where “Y” is the number of fractional Shares
resulting from the deemed reinvestment of dividends paid during the Performance
Period, the Amex TSR is calculated as follows:


 


	
  (

  	
  Ending Stock Price x (1 + Y)

  	
  )

  	
  -1

  
	
  Beginning Stock Price

  



 


(vii)         “S&P 500 Total
Shareholder Return” or “S&P 500 TSR” means, for any given Performance
Period, the annual growth rate, expressed as a percentage with one decimal
point, in the value of the S&P 500 Index during such Performance Period, as
determined from information publicly reported by Standard & Poors
Company (or the entity that publishes such other index, as the case may be).


 


(h)           To
the extent permissible for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), in the event of any change in
the corporate capitalization of the Company, such as by reason of any stock
split, or a material corporate transaction, such as any merger of the Company
into another corporation, any consolidation of the Company and one or more
corporations into another corporation, any separation of the 


 


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Company (including
a spin-off or other distribution of stock or property by the Company), any
reorganization of the Company (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code), or any partial or
complete liquidation by the Company, other than a normal cash dividend, if the
Committee shall determine that such a change equitably requires an adjustment
in the calculation or terms of the Annual ROE, the Annual Net Revenue, the
Annual EPS or the Relative Total Shareholder Return Component under this Award,
on the grounds that any such change would produce an unreasonable value, such
equitable adjustment will be made by the Committee.  Any such determination by the Committee under
this Subparagraph 3(h) shall be final, binding and conclusive.


 


(i)            As soon as
practicable after the last day of each Performance Period, the Committee may
determine, in its sole discretion, that the sum of the Schedule A Values (as
initially determined in Subparagraphs 3(b), (c), (d) and (e)) for such
Performance Period be adjusted downward (that is, to a value of zero), but in
no event upward, as follows:


 


(i)            Your Unit’s
Results.  Downward by a percentage
(ranging from 0-100%) of such initially determined sum, based on such criteria
as the Committee shall deem appropriate relating to your unit’s results, with
such resultant sum being the “Initial Value” for such Performance Period;
provided that any such determination by the Committee need not be made in a
uniform manner and may be made selectively among holders of awards of portfolio
grants in your unit, whether or not such award holders are similarly situated.


 


(ii)           Your Individual
Results.  The Initial Value for a
Performance Period may be adjusted further downward by a percentage (ranging
from 0-100%) of such Initial Value after the application of Subparagraph
3(i)(i), based on such criteria as the Committee shall deem appropriate
relating to your individual results, with such final resultant sum being the “Final
Value” (except as otherwise provided by Paragraph 8) for such Performance
Period; provided that any such determination by the Committee need not be made
in a uniform manner and may be made selectively among holders of awards of
portfolio grants, whether or not such award holders are similarly situated.


 


(j)            In no event may the
Committee amend any provision hereof so as to increase or otherwise adjust
upward the Schedule A Value of any component. 
In addition, in no event shall the Final Value of an Award for any
Performance Period exceed 125% of the Total Annual Target Value for such
Performance Period.


 


(k)           For each Performance
Period, subject to the limitations set forth in Paragraph 8, the Committee
shall determine the Schedule A Values, the Initial Value and the Final Value
for such Performance Period pursuant to this Agreement, and such determinations
by the Committee shall be final, binding and conclusive upon you and all
persons claiming under or through you.


 


(l)            The Committee shall
determine in its own discretion what portion, if any, of the Final Value for a
Performance Period shall be payable in cash (the “Cash Value”), and what
portion shall be denominated in Restricted Shares or Restricted Stock Units of
the Company (“the RSA” or “the RSU”), in accordance with Paragraph 5
below.  The RSA or the RSU shall have the
terms substantially as set forth in the form of Restricted Share or Restricted 


 


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Stock Unit awards
granted generally under the Plan, or its successor, except that the RSA or the
RSU shall vest pursuant to a period determined in the Committee’s discretion,
except that such vesting period shall not be less than one year from date of
grant, and (B) be forfeitable only if your employment with the American
Express companies terminates by reason of voluntary resignation or terminates
for cause (that is, violation of the Code of Conduct as in effect from time to
time) prior to the applicable vesting dates. 
The number of restricted shares or restricted stock units of the Company
comprising the RSA or the RSU (the “Number of Restricted Shares” or the “Number
of Restricted Stock Units”) shall be determined by dividing such portion of the
Final Value so designated by the Committee, if any, by the closing price of the
shares on the date that the Committee approves payout of the Awards for such
Performance Period, and shall be payable in the form of an RSA or an RSU in
accordance with Paragraph 5 below.


 


4.             Death, Disability or Retirement.


 


(a)           If, on or before a
Payment Date set forth in Subparagraph 5(b), but during a period when you have
been in continuous employment with the American Express companies since the
Award Date, you terminate your employment with the American Express companies
by reason of disability (as that term is defined in the Plan) at any time
following the Award Date or you die at any time following the Award Date, you
will be entitled to that proportion of the Final Value for the Performance
Period in which you terminate your employment with the American Express
companies by reason of disability or death as the number of full months which
have elapsed between the first day of such Performance Period and the end of
the month in which your termination of employment by reason of death or such
disability occurs (not to exceed 12) bears to 12, and for this purpose, to the
extent not otherwise previously determined by the Committee, in the event of
your disability or death, the Final Value for such Performance Period shall be
calculated by applying the rate at which the expense for the Award was being
accrued for purposes of the Company’s annual audited financial statement at the
end of the last completed calendar quarter prior to your disability or death,
as applicable.  In the event of your
death or your disability (if such disability qualifies as a “disability” for
purposes of Section 409A of the Code), such amount, if any, shall be
payable as soon as practicable thereafter, but in no event later than 90 days
from the date of your disability or death, and unless otherwise determined by
the Committee, in cash, common shares of the Company, or other property, or any
combination thereof, and you and all others claiming under or through you shall
not be entitled to receive any other amounts under this Award.  In the event of your disability (if such
disability does not qualify as a “disability” for purposes of Section 409A
of the Code), such amount, if any, for a Performance Period shall be payable on
the Payment Date for such Performance Period in accordance with Paragraph 5(b),
and unless otherwise determined by the Committee, in cash, common shares of the
Company, or other property, or any combination thereof, and you and all others
claiming under or through you shall not be entitled to receive any other
amounts under this Award.


 


(b)           If, on or before a
Payment Date set forth in Subparagraph 5(b) but during a period when you
have been in continuous employment with the American Express companies since
the Award Date, you terminate your employment with the American Express
companies by reason of retirement (as that term is defined by the Committee),
and such event occurs more than one year after the Award Date, then:


 


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(i)            if you have not
received payment of the Final Value for the 2009 Performance Period before the
date of your retirement, you generally will be entitled to receive that
proportion of the Final Value for the 2009 Performance Period as the number of
full months which have elapsed between January 1, 2009 and the end of the
month in which your termination of employment by reason of such retirement
occurs (not to exceed 12) bears to 12, unless such termination occurs following
the attainment of age 60, in which case you will be entitled to receive 50% of
the Final Value for the 2009 Performance Period you would otherwise forfeit
under the above formula, or, unless such termination occurs following
attainment of age 62, in which case you will be entitled to 100% of the Final
Value for the 2009 Performance Period.  The
Final Value for the 2009 Performance Period for this purpose shall be
determined after the last day of the 2009 Performance Period in the normal
course in accordance with Paragraph 3. 
Such amount, if any, shall be payable in cash, Restricted Shares or Restricted
Stock Units, as described in Paragraph 3(l) above, or other property, or
any combination thereof, after the 2009 Performance Period in accordance with
Paragraphs 5 and 6, and you and all others claiming under or through you shall
not be entitled to receive any other amounts under this Award; and


 


(ii)           if you retire after
January 1, 2010, you generally will be entitled to receive that proportion
of the Final Value for the 2010 Performance Period as the number of full months
which have elapsed between January 1, 2010 and the end of the month in
which your termination of employment by reason of such retirement occurs (not
to exceed 12) bears to 12, unless such termination occurs following the
attainment of age 60, in which case you will be entitled to receive 50% of the
Final Value for the 2010 Performance Period you would otherwise forfeit under
the above formula, or, unless such termination occurs following attainment of
age 62, in which case you will be entitled to 100% of the Final Value for the 2010
Performance Period.  The Final Value for
the 2010 Performance Period for this purpose shall be determined after the last
day of the 2010 Performance Period in the normal course in accordance with
Paragraph 3.  Such amount, if any, shall
be payable in cash, Restricted Shares or Restricted Stock Units, as described
in Paragraph 3(l) above, or other property, or any combination thereof,
after the 2010 Performance Period in accordance with Paragraphs 5 and 6, and
you and all others claiming under or through you shall not be entitled to
receive any other amounts under this Award.


 


5.             Payment of Award.


 


(a)           As soon as
practicable after the last day of a Performance Period, or the earlier date
your continuous employment with American Express companies terminates by reason
of disability or death in accordance with Paragraph 4, but prior to payment in
respect of the Award for such Performance Period, the Committee shall determine
whether the conditions of Paragraph 2, and Paragraph 3 or 4, have been met and,
if so, shall ascertain the Final Value, Cash Value and the Number of Restricted
Shares or the Number of Restricted Stock Units, if any, for such Performance
Period, in accordance with Paragraph 3 or 4, as the case may be.


 


(b)           If the Committee
determines that there is no Annual EPS Schedule A Value, no Annual Net Revenue
Schedule A Value, no Annual ROE Schedule A Value and no Relative TSR Schedule A
Value for a Performance Period, then this Award will be canceled with respect
to such Performance Period.  If the Committee
determines that there is some Annual EPS Schedule A Value, Annual Net Revenue
Schedule A Value, Annual ROE Schedule A Value or


 


8
















 


Relative TSR Schedule A Value for such Performance Period, however, the
Cash Value for such Performance Period as determined pursuant to Paragraph 3
shall become payable to you in cash, and the Number of Restricted Shares or the
Number of Restricted Stock Units for such Performance Period shall be issued to
you in the form of a Restricted Share or Restricted Stock Unit award under the
Plan, or its successor (except that the RSA or the RSU shall vest pursuant to a
period determined in the Committee’s discretion, and such vesting period shall
not be less than one year from date of grant), or other property, or any
combination thereof, as soon as practicable following February 1st of the
calendar year immediately following such Performance Period, but in no event
later than 90 days thereafter (for each respective Performance Period, the “Payment
Date”).


 


6.             Other Termination of Employment.


 


(a)           If, after the last day of a Performance
Period and on or before the Payment Date for such Performance Period, but during
a period when you have been in continuous employment with the American Express
companies since the Award Date, your employment terminates with the American
Express companies for any reason other than death, disability or retirement as
set forth in Paragraph 4, then you and all others claiming under or through you
shall not be entitled to receive any amounts under this Award for such
Performance Period or any subsequent Performance Period, except as otherwise
determined by the Committee in its sole discretion.


 


(b)           If, after the Payment Date for the 2009
Performance Period and on or before the Payment Date for the 2010 Performance
Period, your employment terminates with the American Express companies for any
reason other than death, disability, retirement or involuntary termination
without cause, then within five days of the termination of your employment with
the American Express companies, you shall be required to repay to the Company
the amount, if any, of the Final Value for the 2009 Performance Period that was
paid to you, except as otherwise determined by the Committee in its sole
discretion.


 


7.             Deferral or Acceleration of Payment of
Award.  Any payments to be made under this Award may
be deferred or accelerated in such manner as the Committee shall determine;
provided, however, that any such deferral or acceleration must comply with the
applicable requirements of Section 409A of the Code.  As to such a deferral of payment, any amount
paid in excess of the amount that was originally payable to you under this
Agreement will be based on a reasonable interest rate as determined by the
Committee, and as to such an acceleration of payment to you under this
Agreement, any amount so paid will be discounted to reasonably reflect the time
value of money as determined by the Committee.


 


8.             Change in Control.


 


(a)           Notwithstanding anything in this
Agreement to the contrary (except for the provision dealing with a limitation
under Section 280G of the Code, and except as otherwise provided by
Paragraph 8(b) below), if there is a Change in Control (as defined below)
prior to the payment of the Award for either or both Performance Periods under
the Agreement, your Final Value of the Award determined under Section 3(i)(ii) of
the Agreement for the Performance Period in which the Change in Control occurs
and for any subsequent Performance 


 


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Period may not be less
than the Annual Total Target Value of the Award for such Performance Period
multiplied by the Average Payout Percentage (as defined below).


 


(b)           Notwithstanding anything in this
Agreement to the contrary (except for the provision dealing with a limitation
under Section 280G of the Code), if you have not received payment for a
Performance Period under the Agreement and, within two years after the date of
a Change in Control (as defined below), you experience a separation from
service (as that term is defined for purposes of Section 409A of the Code)
that would otherwise entitle you to receive the payment of severance benefits
under the provisions of the severance plan that is in effect and in which you
participate as of the date of such Change in Control, then:


 


(i)            you shall immediately be 100% vested in
the Award for the Performance Period in which you experience a separation from
service and for any subsequent Performance Period;


 


(ii)           (A)          if
the separation from service occurs during the 2009 Performance Period, the
Final Value of the Award will equal the Total Target Value of the Award
multiplied by the Average Payout Percentage (as defined below), but prorated
based on (a) the total number of full and partial months of the Award
Period which have elapsed between (X) the beginning of the 2009
Performance Period, and (Y) the date of such separation from service (not
to exceed 12), divided by (b) the total number of months in the Award
Period; and


 


(B)           if the separation from service occurs
during the 2010 Performance Period, the Final Value of the Award for the 2010
Performance Period will equal the Annual Total Target Value of the Award for
the 2010 Performance Period multiplied by the Average Payout Percentage (as
defined below), but prorated based on (a) the total number of full and
partial months of the 2010 Performance Period which have elapsed between (X) the
beginning of the 2010 Performance Period, and (Y) the date of such
separation from service (not to exceed 12), divided by (b) the total
number of months in the 2010 Performance Period; and


 


(iii)          such
value of the Award shall be paid to you in cash within five days after the date
of such separation from service.


 


(c)           “Average Payout Percentage” means the
average of the payout percentages for you under the two portfolio grant awards
that were paid by the Company immediately preceding the date of such Change in
Control; provided, however, if you only received one portfolio grant award
payment immediately preceding the date of the Change of Control, then such
payout percentage and the payout percentage for your unit for the portfolio
grant award that immediately preceded the portfolio grant for which you
received payment shall be used to determine your Average Payout Percentage; and
provided further, if you have not received any portfolio grant award payment
prior to the date of the Change in Control, then your Average Payout Percentage
shall be the average of the payout percentages for your unit under the two
portfolio grant awards that were paid by the Company immediately preceding the
date of such Change in Control.  For purposes
of this Paragraph 8(c), the prior payout for the 2009 Performance Period shall
be considered a payout under a separate prior portfolio grant award.  For purposes of this Paragraph 8(c), for
awards preceding Portfolio Grant 2009-2010, the payout percentage shall be
deemed to equal 50% of the actual payout percentage of the award.


 


10

















 


(d)           A “Change in Control” has that meaning as
defined in American Express Senior Executive Severance Plan, as amended from
time to time.


 


(e)           The Committee may not amend or delete
this Paragraph 8 of this Agreement in a manner that is detrimental to you,
without your written consent.


 


9.             Tax Withholding and Furnishing of
Information.  There shall be withheld from any payment of
cash or vesting of restricted shares or restricted stock units under this
Award, such amount, if any, as the Company and/or your employer determines is
required by law, including, but not limited to, U.S. federal, state, local or
foreign income, employment or other taxes incurred by reason of making of the
Award or of such payment.  It shall be a
condition to the obligation of the Company to make payments under this Award
that you (or those claiming under or through you) promptly provide the Company
and/or your employer with all forms, documents or other information reasonably
required by the Company and/or your employer in connection with the Award.


 


10.           Rights Not Assignable. 
Except as otherwise determined by the Committee in its sole discretion,
your rights and interests under the Award and the Plan may not be sold,
assigned, transferred, or otherwise disposed of, or made subject to any
encumbrance, pledge, hypothecation or charge of any nature, except that you may
designate a beneficiary pursuant to Paragraph 11.  If you (or those claiming under or through
you) attempt to violate this Paragraph 10, such attempted violation shall
be null and void and without effect, and the Company’s obligation to make any
further payments to you (or those claiming under or through you) hereunder
shall terminate.


 


11.           Beneficiary Designation. 
Subject to the provisions of the Plan, you may, by completing a form
acceptable to the Company and returning it to the Corporate Secretary’s Office,
at 200 Vesey Street, New York, New York 10285, name a beneficiary or beneficiaries
to receive any payment to which you may become entitled under this Agreement in
the event of your death.  You may change
your beneficiary or beneficiaries from time to time by submitting a new form to
the Corporate Secretary’s Office at the same address.  If you do not designate a beneficiary, or if
no designated beneficiary is living on the date any amount becomes payable
under this Agreement, such payment will be made to the legal representatives of
your estate, which will be deemed to be your designated beneficiary under this
Agreement.


 


12.           Administration. 
Any action taken or decision made by the Company, the Board or the
Committee or its delegates arising out of or in connection with the
construction, administration, interpretation or effect of the Plan or this
Agreement shall lie within its sole and absolute discretion, as the case may
be, and shall be final, conclusive and binding upon you and all persons
claiming under or through you.  By
accepting this Award or other benefit under the Plan, you and each person
claiming under or through you shall be conclusively deemed to have indicated
acceptance and ratification of, and consent to, any action taken or decision
made under the Plan by the Company, the Board or the Committee or its delegates.


 


13.           Change in Control Payments. 
This Paragraph shall apply in the event of Change in Control (as defined
in the American Express Senior Executive Severance Plan, as amended from time
to time).


 


11

















 


(a)           In the event that any
payment or benefit received or to be received by you hereunder in connection
with a Change in Control or termination of your employment (such payments and
benefits, excluding the Gross-Up Payment (as hereinafter defined), being hereinafter
referred to collectively as the “Payments”), will be subject to the excise tax
referred to in Section 4999 of the Code (the “Excise Tax”), then (i) in
the case you are classified in Band 70 (or its equivalent) or above immediately
prior to such Change in Control (a “Tier 1 Employee”), the Company shall pay to
you, within five days after the
expiration of the written-statement period referred to in Subparagraph
13(d) below, an additional amount (the “Gross-Up Payment”) such that the
net amount retained by you, after deduction of any Excise Tax on the Payments
and any federal, state and local income and employment taxes and Excise Tax
upon the Gross-Up Payment, shall be equal to the Payments and (ii) in the
case you are other than a Tier 1 Employee, the Payments shall be reduced to the
extent necessary so that no portion of the Payments is subject to the Excise
Tax but only if (A) the net amount of all Total Payments (as hereinafter
defined), as so reduced (and after subtracting the net amount of federal, state
and local income and employment taxes on such reduced Total Payments), is
greater than or equal to (B) the net amount of such Total Payments without
any such reduction (but after subtracting the net amount of federal, state and
local income and employment taxes on such Total Payments and the amount of
Excise Tax to which you would be subject in respect of such unreduced Total
Payments); provided, however, that you may elect in writing to
have other components of your Total Payments reduced prior to any reduction in
the Payments hereunder.


 


(b)           For purposes of determining
whether the Payments will be subject to the Excise Tax, the amount of such
Excise Tax and whether any Payments are to be reduced hereunder: (i) all
payments and benefits received or to be received by you in connection with such
Change in Control or the termination of your employment, whether pursuant to
the terms of this Agreement or any other plan, arrangement or agreement with
the Company, any Person (as such term is defined in the Company’s Senior
Executive Severance Plan) whose actions result in such Change in Control or any
Person affiliated with the Company or such Person (all such payments and
benefits, excluding the Gross-Up Payment and any similar gross-up payment to
which a Tier 1 Employee may be entitled under any such other plan, arrangement
or agreement, being hereinafter referred to as the “Total Payments”), shall be
treated as “parachute payments” (within the meaning of Section 280G(b)(2) of
the Code) unless, in the opinion of the firm serving, immediately prior to the
Change in Control, as the Company’s independent auditors, or if that firm
refuses to serve, by another qualified firm, whether or not serving as
independent auditors, designated by the Administration Committee under the
American Express Senior Executive Severance Plan (the “Firm”), such payments or
benefits (in whole or in part) do not constitute parachute payments, including
by reason of Section 280G(b)(2)(A) or Section 280G(b)(4)(A) of
the Code; (ii) no portion of the Total Payments the receipt or enjoyment
of which you shall have waived at such time and in such manner as not to
constitute a “payment” within the meaning of Section 280G(b) of the
Code shall be taken into account; (iii) all “excess parachute payments”
within the meaning of Section 280G(b)(l) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of the Firm, such excess
parachute payments (in whole or in part) represent reasonable compensation for
services actually rendered (within the meaning of Section 280G(b)(4)(B) of
the Code) in excess of the Base Amount (within the meaning of Section 280G(b)(3) of
the Code) allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax; and (iv) the value of any noncash benefits or
any deferred payment or benefit shall be determined by the Firm in accordance
with 


 


12

















 


the principles of Sections 280G(d)(3) and
(4) of the Code and regulations or other guidance thereunder.  For purposes of determining the amount of
your Gross-Up Payment and whether your Payments shall be reduced, you shall be
deemed to pay federal income tax at the highest marginal rate of federal income
taxation (and state and local income taxes at the highest marginal rate of
taxation in the state and locality of your residence, net of the maximum
reduction in federal income taxes which could be obtained from deduction of
such state and local taxes) in the calendar year in which the Gross-Up Payment
is to be made (if you are a Tier 1 Employee) or in which the Payments are made
(if you are other than a Tier 1 Employee). 
The Firm will be paid reasonable compensation by the Company for its
services.


 


(c)           In the event that the Excise
Tax is finally determined to be less than the amount taken into account
hereunder in calculating the Gross-Up Payment, then you will be required to
repay to the Company within five business days of such determination an amount
equal to the excess of the earlier payment over the redetermined amount (the “Excess
Amount”), together with interest on such amount at the lowest applicable
federal rate (as defined in Section 1274(d) of the Code or any
successor provision thereto), compounded semi-annually (the “Section 1274
Rate”), from the date of your receipt of such Excess Amount until the date of
such repayment (or such lesser rate (including zero) as may be designated by
the Firm such that the Excess Amount and such interest will not be treated as a
parachute payment as previously defined). 
In the event that the Excise Tax is finally determined to exceed the
amount taken into account hereunder in calculating the Gross-Up Payment
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), within five business days of
such determination, but not later than the December 31st of the year
following the year in which you remit the related taxes, the Company will pay
to you an additional amount, together with interest thereon from the date such
additional amount should have been paid to the date of such payment, at the Section 1274
Rate (or such lesser rate (including zero) as may be designated by the Firm
such that the amount of such deficiency and such interest will not be treated
as a parachute payment as previously defined). 
You and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
amount of any Gross-Up Payment.


 


(d)           As soon as practicable
following a Change in Control, but
in no event later than 30 days thereafter, the Company shall provide
to you if you are a Tier 1 Employee or it is proposed that your Payments be
reduced, a written statement setting forth the manner in which your Total
Payments were calculated and the basis for such calculations, including,
without limitation, any opinions or other advice the Company has received from
the Firm or other advisors or consultants (and any such opinions or advice
which are in writing shall be attached to the statement).


 


14.           Miscellaneous. 
Neither you nor any person claiming under or through you shall have any
right or interest, whether vested or otherwise, in the Plan or the Award,
unless and until all of the terms, conditions and provisions of the Plan and
this Agreement shall have been complied with. 
In addition, neither the adoption of the Plan nor the execution of this
Agreement shall in any way affect the rights and powers of any person to
dismiss or discharge you at any time from employment with the American Express
companies.  Notwithstanding anything
herein to the contrary, neither the Company nor any of its Affiliates (as that
term is defined in the Plan) nor their respective officers, directors,
employees or agents shall have any liability to you (or 


 


13

















 


those claiming under or
through you) under the Plan, this Agreement or otherwise on account of any
action taken, or decision not to take any action made, by any of the foregoing
persons with respect to the business or operations of the Company or any of its
Affiliates (as that term is defined in the Plan), despite the fact that any
such action or decision may adversely affect in any way whatsoever Average
Annual Shareholders’ Equity, Annual EPS, Annual Net Income or other financial
measures or amounts which are accrued or payable or any of your other rights or
interests under this Agreement.


 


15.           Governing Law. 
The validity, construction, interpretation, administration and effect of
this Agreement shall be governed by the substantive laws, but not the choice of
law rules, of the State of New York.


 


16.           Section 409A Compliance. 
This Agreement and the payment of the Award hereunder are intended to
comply with Section 409A of the Code and the Treasury Regulations
promulgated and other official guidance issued thereunder, and this Agreement
shall be administered and interpreted consistent with such intent and the
American Express Section 409A Compliance Policy, as amended from time to
time, and any successor policy thereto.


 


17.           TARP Compliance. 
This Agreement and the payment of the Award hereunder are subject to the
executive compensation and corporate governance requirements of the Emergency
Economic Stabilization Act of 2008, as amended by the American Reinvestment and
Recovery Act of 2009, and as implemented by guidance or regulation thereunder
(including the United States Treasury interim final regulations (31 CFR Part 30)
published in the Federal Register on October 20, 2008) (collectively, “EESA”).  This Agreement and the payment of the Award
hereunder are intended to comply with EESA and this Agreement shall be
administered and interpreted consistent with such intent and the American
Express Company TARP Capital Purchase Program Senior Executive Officer
Compensation Policy, as amended from time to time, and any successor policy
thereto.


 


	
   

  	
  AMERICAN
  EXPRESS COMPANY

  
	
   

  	
  By
  the Compensation and Benefits

  
	
   

  	
  Committee
  of the Board of Directors:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  S.P. Norman, Secretary

  



 


Notwithstanding any contrary
provision in the American Express Company 2007 Incentive Compensation Plan
Master Agreement, the Company reserves the right to correct nonmaterial
clerical errors in, and make subsequent nonmaterial clarifications to, any
Award Agreement in the future, without prior notification to participants.


 


14

















 


SCHEDULE A


 


AXP PORTFOLIO GRANT PERFORMANCE/PAYOUT GRID FOR EXECUTIVE OFFICERS


(subject to award agreement and discretionary downward adjustment)


 


	
  Performance Measure

  	
   

  	
  Weighting

  	
   

  	
  Threshold

  (-0- payout)

  	
   

  	
  Target

  (Maximum payout level:

  150% of target value)

  	
   

  	
  Maximum

  (Maximum payout level:

  300% of target value)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Earnings per Share

  	
   

  	
  25

  	
  %

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Annual Net Revenue

  	
   

  	
  25

  	
  %

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Annual Return on Equity

  	
   

  	
  25

  	
  %

  	
   

  	
  %

  	
   

  	
  %

  	
   

  	
  %

  
	
  Company Total Shareholder Return relative to S&P 500

  Total Shareholder Return

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Note:  Notwithstanding payout levels described
above, in no event shall Final Value of an Award for any Performance Period
exceed 125% of Total Annual Target Value for such Performance Period.