<PAGE>
                                                                    EXHIBIT 10.8

                            AMERICAN EXPRESS COMPANY
                        1998 INCENTIVE COMPENSATION PLAN
                                PERFORMANCE GRANT
                    (ALSO KNOWN AS THE 20__ INCENTIVE AWARD)

                                       TO

                        ------------------------------
                                Name of Employee

                    , 20__                          DECEMBER 31, 20__
          ----------------                          -----------------
             Award Date                      Expiration Date of Award Period

         We are pleased to inform you that, pursuant to the Company's 1998
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 performance grant
(also known as the 20__ Incentive Award) to you as hereinafter set forth (the
"Award") under the Plan as of the award date specified above (the "Award Date").
This 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 period beginning on the first day
         of the fiscal year of the Company in which the Award Date occurs and
         ending on the Expiration Date specified above being the "Award
         Period." The Schedule A Value (as that term is defined below in
         Subparagraph 3(b)), if any, will be determined as specified in
         Paragraph 3.

2.       REQUIREMENT OF EMPLOYMENT. Your rights to the Cash Value and the
         Number of Restricted Shares or Letters of Intent, if any (as those
         terms are defined below) under Subparagraph 4(b) hereof, shall be
         provisional and shall be canceled if your continuous employment with
         the Company and its Affiliates or your Related Employment (as defined
         in the Plan) (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
         as set forth in Subparagraph 4(b). 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 the Company to be temporary, shall be
         determined by the Committee.

                                      -1-

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3.       DETERMINATION OF THE SCHEDULE A VALUE, CASH VALUE AND THE NUMBER OF
         RESTRICTED SHARES OR LETTERS OF INTENT.

(a)      Except as otherwise provided below in this Paragraph 3 and in
         Paragraphs 2 and 5 hereof, there shall be paid to you in accordance
         with Paragraph 4 hereof, the Schedule A Value (the "Schedule A Value")
         as of the last day of the Award Period, if any, as provided in
         Subparagraph 3(b).

(b)      SCHEDULE A VALUE.

   (i)   Except as otherwise provided in this Paragraph 3, the Schedule A Value
         as of the last day of the Award Period will be equal to the amount, if
         any, determined by the Committee based on the performance (i.e., 20__
         Return on Equity, and 20__ Earnings Per Share) of the Company, pursuant
         to Schedule A to this Agreement. However, in no event will the Schedule
         A Value be greater than the maximum value as set forth in Schedule A to
         this Agreement.

   (ii)  In the application of Schedule A to this Agreement after the end of the
         Award Period for purposes of determining the Schedule A Value pursuant
         to this Subparagraph 3(b), (A) if the 20__ Return on Equity or the 20__
         Earnings Per Share is less than the level needed to have some Schedule
         A Value, there shall be no Schedule A Value, and (B) if the 20__ Return
         on Equity and the 20__ Earnings Per Share are equal to or greater than
         those levels needed to have some Schedule A Value and less than or
         equal to the maximum specified levels and are not represented on the
         table, the Schedule A Value shall be determined by straight-line
         interpolation from the amounts specified in such table immediately less
         than and greater than the amounts actually attained.

   (iii) The Committee shall determine in its own discretion what portion of the
         Schedule A Value, if any (as adjusted in accordance with Subparagraph
         3(c) below), shall be payable in cash (the "Cash Value"), and what
         portion shall be denominated in restricted shares or letters of intent
         of the Company ("the RSA" or "the LOI"), in accordance with Paragraph 4
         below. The RSA or the LOI shall have the terms substantially as set
         forth in the form of restricted stock or letter of intent award granted
         generally under the Plan, or its successor, except that the RSA or the
         LOI 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 letters of intent of the
         Company comprising the RSA or the LOI (the "Number of Restricted
         Shares" or the "Number of Letters of Intent") shall be determined by
         dividing such portion of the Schedule A value so designated by the
         Committee, if any, by the average of the high and low market value of
         the shares on January 22, 20__ or such other date that the Committee
         approves payout of the Awards, and shall be payable in the form of an
         RSA or an LOI in accordance with Paragraph 4 below.

   (iv)  For purposes of this Award, all accounting terms are defined in
         accordance with generally accepted accounting principles as set forth
         in the Company's annual audited financial statements, except as

                                      -2-

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         otherwise provided below (which will take into account, in each case,
         the expenses and other financial effect for the applicable year(s) of
         performance grants under the Plan):

                  (A) "Net Income" means, for any given year, 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 year as adjusted below,
             as reported by the Company. The calculation of Net Income, for any
             given year, will be adjusted to exclude:

                o reported cumulative effect of accounting changes;

                o reported income and losses from discontinued operations; and

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

                  (B) "Average Annual Shareholders' Equity" means, for any given
             year, 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 year and as of the end of each month
             during such period (each as reported by the Company), divided by
             13.

                 (C) "Return on Equity" means, for any given year, the Net
            Income for such year divided by the Average Annual Shareholders'
            Equity for such year.

                 (D) "Earnings Per Share" means, for any given year, the diluted
             earnings (or loss) per share of the Company for such year, as
             reported by the Company. The calculation of Earnings Per Share, for
             any given year, will be adjusted in the same fashion as Net Income
             for such year.

(v)      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
         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
         Return on Equity and/or Earnings Per Share, 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 to reflect such change under this
         subparagraph 3(b)(v) shall be final, binding and conclusive.

         (c) As soon as practicable after the last day of the Award Period, the
Committee may determine, in its sole discretion, that the Schedule A Value, if
any (as determined above in Subparagraph 3(b)), may be adjusted downward, but in
no event upward, by a percentage from 0-100% (that is, to a

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value of zero). In no event may the Committee amend any provision hereof so as
to increase or otherwise adjust upward the Schedule A Value. In exercising its
discretion to make a downward adjustment, the Committee may take into account
factors such as the increase in shareholder value (as indicated, for example, by
shareholder return, earnings growth and return on equity), customer satisfaction
(as indicated, for example, by customer satisfaction measures, client retention
and growth in products and services), employee satisfaction (as indicated, for
example, by the employee values survey results), implementation of AEQL
initiatives (as indicated, for example, by process changes that achieve
significant results), achievement of reengineering initiatives (as indicated,
for example, by cost savings), and such other factors deemed relevant by the
Committee; 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
performance grants, whether or not such award holders are similarly situated.

         (d) The Committee's determinations as to the Schedule A Value, the Cash
Value and the Number of Restricted Shares or the Number of Letters of Intent
pursuant to this Agreement shall be final, binding and conclusive upon you and
all persons claiming under or through you.

4. PAYMENT OF AWARD.

(a) As soon as practicable after the last day of the Award Period, the Committee
shall determine whether the conditions of Paragraphs 2 and 3 hereof have been
met and, if so, shall ascertain the Schedule A Value (and any negative
adjustment thereto), Cash Value and the Number of Restricted Shares or the
Number of Letters of Intent, if any, in accordance with Paragraph 3 hereof.

(b) If the Committee determines that there is no Schedule A Value, this Award
will be canceled. If the Committee determines that there is some Schedule A
Value, however, the Cash Value as determined pursuant to Paragraph 3 hereof
shall become payable to you in cash, and the Number of Restricted Shares or the
Number of Letters of Intent shall be issued to you in the form of a restricted
stock or letter of intent award under the Plan, within fifteen business days
following the regularly scheduled payroll payment date of the applicable pay
period beginning after January 31 of the year following the Award Period (or at
such other time or times as the Committee shall determine as provided in
Paragraph 6 below).

5. TERMINATION OF EMPLOYMENT AFTER THE AWARD PERIOD BUT ON OR BEFORE THE PAYMENT
DATE. If, after the last day of the Award Period and on or before the date
specified above in Subparagraph 4(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 for any
reason, then you and all others claiming under or through you shall not be
entitled to receive any amounts or awards under this Award, except as otherwise
determined by the Committee in its sole discretion.

6. 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 such payment in excess of the amount that was
originally payable to you under this Agreement will be based on a reasonable
interest rate or on one or more predetermined actual investments

                                       -4-

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(whether or not assets associated with the amount are actually invested therein)
as determined by the Committee, and as to such an acceleration of payment to you
under this Agreement, any such payment will be discounted to reasonably reflect
the time value of money as determined by the Committee.

7. CHANGE IN CONTROL. Notwithstanding anything in this Award to the contrary, if
you have not received payment under this Award as discussed in Subparagraph 4(b)
above, and within two years following a Change in Control, as that term is
defined in the Company's Senior Executive Severance Plan, you experience a
termination of employment that would otherwise entitle you to receive the
payment of severance benefits under the provisions of the severance plan that
you participate in as of the date of such termination of employment, then you
shall be paid under this Award, within five days after the date of such
termination of employment, a cash payment under this Award equal to the value of
(i) (A) the average award paid or payable to you under the 20__ and 20__ Annual
Incentive Award or such other annual incentive award program of the Company or
one of its subsidiaries that you participated in at the time of such prior
payment for the two years prior to the Change in Control, or (B) if you have not
received two such awards, the most recent award paid or payable (or guideline
amount payable, if you have not previously received any such award) to you under
the applicable annual incentive award program of the Company or one of its
subsidiaries at the time of such prior payment), multiplied by (ii) the number
of full or partial months that have elapsed during the Award Period at the time
of such termination of employment divided by 12.

         The Committee reserves the right to amend or delete this Paragraph 7 in
whole or in part at any time and from time to time; provided, that upon and
following the occurrence of a Change in Control, the Committee may not amend
this Paragraph 7 in a manner that is detrimental to your rights without your
express written consent. Any amendment of the definition of "Change in Control"
in the Senior Executive Severance Plan will be deemed to be an amendment
permitted under this Paragraph.

8. TAX WITHHOLDING AND FURNISHING OF INFORMATION. There shall be withheld from
any payment of cash or vesting of any restricted shares or letters of intent
under this Award, such amount, if any, as the Company 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 precedent 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 with all forms, documents or other
information reasonably required by the Company in connection with the Award.

9. RIGHTS NOT ASSIGNABLE. 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 10 hereof. If
you (or those claiming under or through you) attempt to violate this Paragraph
9, 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.

10. 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 or
award 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.

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11. 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.

12. 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).

                  (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 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) if 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 such Tier 1 Employee, within five days
after receipt by such Tier 1 Employee of the written statement referred to in
Subparagraph (e) below, an additional amount (the "Gross-Up Payment") such that
the net amount retained by such Tier 1 Employee, 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) if 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)

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unless, in the opinion of 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 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 the Gross-Up Payment in respect of a Tier 1 Employee and whether any Payments
in respect of a Participant (other than a Tier 1 Employee) shall be reduced,
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 (in the case of 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 an amount equal to the amount of the excess of the earlier payment
over the redetermined amount (the "Excess Amount") will be deemed for all
purposes to be a loan to the Tier 1 Employee made on the date of the Tier 1
Employee's receipt of such Excess Amount, which the Tier 1 Employee will have an
obligation to repay to the Company on the fifth business day after demand,
together with interest on such amount at the Section 1274 Rate from the date of
the Tier 1 Employee's 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, the Company will pay to the Tier 1 Employee
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). The Tier 1 Employee 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, the
Company shall provide to each Tier 1 Employee and to each other Participant with
respect to whom it is proposed that Payments be reduced, a written statement
setting forth the manner in which the Total Payments in respect of such Tier 1
Employee or other Participant were calculated and the basis for such
calculations, including, without limitation, any opinions or

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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).

13. 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 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, Earnings Per Share, Net Income or other financial measures or amounts
which are accrued or payable or any of your other rights or interests under this
Agreement.

14. 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.

                                            AMERICAN EXPRESS COMPANY
                                            By the Compensation and
                                            Benefits Committee of the
                                            Board of Directors:

                                            By
                                                ----------------------------

                                      -8-
<PAGE>
                                                                      SCHEDULE A

  20__ Incentive Awards: Proposed AXP Earnings Per Share/Return on Equity Grid
                       for Determining Maximum Award Value

       (subject to award agreement and discretionary downward adjustment)

<Table>
<Caption>
                                              20__ AXP EARNINGS PER SHARE (DILUTED)
   20__ AXP         LESS THAN $____      $____         $____         $____         $____       $____ OR MORE
RETURN ON EQUITY        Value          Max. Value    Max. Value    Max. Value    Max. Value      Max. Value
<S>                 <C>                <C>           <C>           <C>           <C>           <C>
  __% OR MORE             $0                $            $             $             $               $
        %                  0                $            $             $             $               $
        %                  0                $            $             $             $               $
        %                  0                $            $             $             $               $
        %                  0                $            $             $             $               $
  LESS THAN __%            0                0            0             0             0               0
</Table>

Note: Straight-line interpolation would apply for any actual performance level
that falls between two performance levels shown on the grid.