exv10w34





EXHIBIT 10.34



AMERICAN EXPRESS

ANNUAL INCENTIVE AWARD PLAN



(As amended and restated effective January 1, 2011)



PURPOSE



     The purpose of this Annual Incentive Award Plan (the “Plan”) is to provide added incentive for
those officers and key executives of American Express Company (the “Company”) and its subsidiaries
who are in a position to make substantial contributions to the earnings and growth of these
companies and to reward them collectively and individually for performance which contributes
significantly toward such earnings and growth. The companies participating in the Plan (the
“Participating Companies”) include the Company and such other corporations as may be taking
part in the Plan from time to time pursuant to Article 8.



ARTICLE 1

ADMINISTRATION OF THE PLAN




     1.1 Administration. The Plan shall be administered by the Compensation and Benefits
Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) as
constituted from time to time, unless and until the Board provides otherwise.



     1.2 Authority and Delegation. The Committee shall be responsible for the general
administration of the Plan. It shall also be responsible for the interpretation of the Plan and
the determination of all questions arising hereunder. It shall have power to establish, interpret,
enforce, amend and revoke from time to time such rules and regulations for the administration of
the Plan and the conduct of its business as it deems appropriate. The Committee shall also have
the power to delegate any of its authority under the Plan as allowed by law. Any action taken by
the Committee within the scope of its authority shall be final and binding upon the Participating
Companies, upon each and every person who participates in the Plan and any successors in interest
of such persons, and any and all other persons claiming under or through any such person.



     1.3 Indemnification. No member of the Committee shall be liable for anything done or
omitted to be done by him or by any other member of the Committee in connection with the Plan,
unless such act or omission constitutes willful misconduct on his part.



ARTICLE 2

ANNUAL PERFORMANCE GOALS, PAYMENT GRID AND AWARD GUIDELINES




     2.1 Establishment. As soon as practicable at the beginning of each calendar year, the
Committee shall determine the individual, division/group, Company or other appropriate performance
goals, payment grid and award guidelines for such calendar year. In fixing such goals, grid and
guidelines, the Committee shall receive and consider the recommendations of the Chief Executive
Officer of the Company (the “CEO”), who, in turn, shall have received and



 









 




considered the respective recommendations of other appropriate officers and executives of the
Participating Companies.




     2.2 Adjustment. If the Committee finds, during the course of and with respect to any
year, that any of the performance goals, payment grid or award guidelines determined as herein
above provided would not be justified for such year in the circumstances, it may in its sole
discretion fix such performance goals, payment grid or award guidelines for such year at such
different levels as it deems appropriate.



ARTICLE 3

PARTICIPATION IN THE PLAN




     3.1 Participation. Those eligible to participate in the Plan for any calendar year
shall include such key executives of the Participating Companies as shall be designated by the
Committee. In designating such persons the Committee shall receive and consider the
recommendations of the CEO, who, in turn, shall have received and considered the respective
recommendations of other appropriate officers and executives of the Participating Companies.
However, the Committee shall have full authority to act in the matter and its determination shall
be in all respects final and conclusive. Further, the Committee shall have full authority to
delegate eligibility determination. Participants shall be designated prior to the beginning of the
year or as soon as practicable thereafter, but new executives or executives whose duties and
responsibilities have been materially increased during the year may be designated participants for
such year at any time during the year. Designation as a participant shall not of itself entitle a
person to receive payment of an award under the Plan. Participants must generally remain in
continuous active employment with the Participating Company (or an affiliate thereof), through the
end of the performance period (calendar-year end) and up until the payment date, and shall also
make progress towards the applicable award goals and shall fulfill the conditions of Article 7.



     3.2 Special Awards. The Committee, upon recommendations as provided by Section 4.1,
may also make special awards to a limited number of participants under the Plan. The CEO may also
authorize special awards under the Plan, at any time or times during the year, provided that any
special awards authorized by the CEO shall be reported to the Committee at its next regular
meeting. These special awards shall be made in recognition of outstanding individual achievement.



     3.3 Committee Members Ineligible. No member of the Committee shall be eligible to
participate in or receive any awards under the Plan.



ARTICLE 4

DETERMINATION OF AWARDS




     4.1 Determination of Awards. As soon as practicable after the end of each calendar
year, the Committee shall fix the amount of each award. The Committee shall also have the power to
delegate to the CEO the authority to approve individual awards and award changes for employees
below the Senior Vice President level (below Band 70). Notwithstanding the previous sentence, the
Committee shall continue to approve awards for Senior Vice Presidents



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and higher (Band 70 and above), and to approve the aggregate awards for all participants in
Bands 35 and above, subject to adjustment for delegated award changes after each February. In
determining the aggregate awards, the Committee may approve the establishment of maximum award
guidelines for employees of a Participating Company, division, business unit or other designated
group, based upon specified company and other applicable organizational performance goals subject
to applicable past limitations. In fixing such awards the Committee shall receive and consider the
recommendations of the CEO who, in turn, shall have received and considered the respective
recommendations of other appropriate officers and executives of the Participating Companies, as to
whether and to what extent the individual, division/group or company performance goals have been
met for such year, and as to where in the range of award guidelines each participant’s performance
falls. Individual awards shall then be calculated based on the applicable payment grid, subject to
available pool monies.




     4.2 Award Limits. Except for awards payable as a result of a Change in Control
pursuant to Section 6.1, no award to a single participant for any year shall exceed (a) 200 percent
of the Participant’s total award guideline for such year, or (b) 200 percent of the participant’s
base salary for such year.



ARTICLE 5

PAYMENT OF AWARDS




     5.1 Payment. Each award, if any, shall be paid on or after January 31st of the
calendar year immediately following the end of the performance period, as soon as practicable after
the amount of the award shall have been determined, or at such subsequent time or times as the
Committee shall determine, but in no event later than 90 days after January 31st of the calendar
year immediately following the end of the performance period. Such payment shall be made in cash
unless the Committee, at any time or from time to time, according to rules and regulations of
general application, provides for a different method of payment, in whole or in part, of awards,
including, but not limited to, the issuance or transfer of securities or other property, including
common shares or other securities of the Company, another corporation or of a regulated investment
company or companies, subject to restrictions and requirements to assure compliance with the
conditions set forth in Article 7 and elsewhere in the Plan and such other restrictions and
requirements as the Committee shall prescribe.



     5.2 Effect of Termination, Retirement, Disability and Death. The Committee has the
sole discretion to consider the payment, if any, of an award for a participant in the event of the
participant’s termination, retirement, disability, death or other individual circumstances before
the award payment date; provided, however, the payment of an award by reason of the occurrence of
such an event shall still be made at the time specified in Section 5.1. The Committee, upon
recommendation provided by management, will approve to what extent, if any, payment of an award
should be made if termination occurs after December 31, but before the actual payment date.



     5.3 Payment in the Event of Death. If any award shall become payable by reason of or
following the death of a participant or former participant, such award shall be payable, at the
time specified in Section 5.1 and in the same manner as if such participant or former participant
were alive, to such beneficiaries of the participant or former participant as he shall have



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designated in the manner described herein. If such participant or former participant shall
have failed to designate any beneficiary, or if no such beneficiary shall survive him, then such
payments shall be made to his legal representatives. With the approval of the Committee, a
participant or former participant may designate one or more beneficiaries by executing and
delivering to the Committee or its delegate written notice thereof at any time prior to his death,
and may revoke or change the beneficiaries designated therein without their consent by written
notices similarly executed and delivered to the Committee at any time and from time to time prior
to his death. No such Participating Company is required to pay any amount to the beneficiary or
legal representatives of any former participant until such beneficiary or legal representatives
shall have furnished evidence satisfactory to it of the payment or provision for the payment of all
estate, transfer, inheritance and death taxes, if any, which may be payable with respect thereto.




     5.4 Withholding. Any Participating Company required to make payments under the Plan
shall deduct and withhold from any such payment all amounts which its officers believe in good
faith the Participating Company is required to deduct or withhold pursuant to the laws of any
jurisdiction whatsoever or, in the event that any such payment shall be made in securities, shall
require that arrangements satisfactory to such Participating Company shall be made for the payment
of all such amounts before such securities are delivered.



     5.5 Deferral of Awards. Upon a deferral of the payment of an award pursuant to a
deferral plan of a Participating Company, the terms of the deferral and the payments thereunder
shall be governed by the provision of such deferral plan. The obligation of any Participating
Company to make deferred payments when due is merely contractual, and no amount credited to an
account of a participant or former participant on the books of any Participating Company shall be
deemed to be held in trust for such participant or former participant or for his beneficiary or
legal representatives. Nothing contained in the Plan shall require any Participating Company to
segregate or earmark any cash or other property. Any securities or other property held or acquired
by any such Participating Company specifically for use under the Plan or otherwise shall, unless
and until transferred in accordance with the terms and conditions of the Plan, be and at all times
remain the property of such Participating Company, irrespective of whether such securities or other
property are entered in a special account for the purpose of the Plan, and such securities or other
property shall at all times be and remain available for any corporate purpose.



ARTICLE 6

CHANGE IN CONTROL




     6.1 Effect of Change in Control. If within two years following the occurrence of a
Change in Control (as defined in Section 6.3), a participant experiences a separation from service
(as that term is defined for purposes of Section 409A of the Code) that would otherwise entitle him
to receive the payment of severance benefits under the provisions of the severance plan that is in
effect and in which he participates as of the date of such Change in Control, and the participant
is at Job Band 50 or higher on the date of such separation from service, then such participant
shall, notwithstanding the provisions of Article 5, be paid, within five days after the date of
such separation from service, a pro rata award under the Plan equal to: (a) the average
award paid or payable to such participant under the Plan (or any other award program of the
Participating Company or one of its subsidiaries at the time of such prior payment) for the two



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years prior to the Change in Control (or if such participant has not received two such awards, the
most recent award paid or payable (or target amount so payable if such participant has not
previously received any such award) to such participant under the Plan (or any other award program
of the Participating Company or one of its subsidiaries at the time
of such prior payment));
multiplied by (b) the number of full or partial months that have elapsed during the performance
year under the Plan at the time of such separation from service divided by 12; provided that in the
event such separation from service occurs after the end of the performance year, but before the
payment date, then the multiplier in clause (b) of the preceding sentence shall be one.




     6.2 Excise Tax. This Section 6.2 shall apply in the event of Change in Control.



          (a) In the event that any payment or benefit received or to be received by a participant
hereunder in connection with a Change in Control or such participant’s termination of employment
(hereinafter referred to collectively as the “Payments”), will be subject to the excise tax (the
“Excise Tax”) referred to in Section 4999 of the Code, then 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 a participant would be subject
in respect of such unreduced Total Payments); provided, however, that the participant may elect in
writing to have other components of his 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 a participant in connection with such Change in Control
or such participant’s termination of employment, whether pursuant to the terms of the Plan or any
other plan, arrangement or agreement with a Participating Company, any Person (as such term is
defined in Section 6.3(a)) whose actions result in such Change in Control or any Person affiliated
with the Participating Company or such Person (all such payments and benefits 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 accounting firm which was,
immediately prior to the Change in Control, the Company’s independent auditor, or if that firm
refuses to serve, by another qualified firm, whether or not serving as independent auditors,
designated by the Administration Committee (the “Auditor”), 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 the participant 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 Auditor, 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






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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 Auditor 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 whether any
Payments in respect of a participant shall be reduced, the participant 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 such
participant’s 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 Payments
are made. The Auditor will be paid reasonable compensation by the Company for its services.




          (c) As soon as practicable following a Change in Control, but in no event later than 30 days
thereafter, the Company shall provide to each 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 participant were calculated and the basis for such calculations, including, without
limitation, any opinions or other advice the Company has received from the Auditor or other
advisors or consultants (and any such opinions or advice which are in writing shall be attached to
the statement).




     6.3 Definition of Change in Control. For purposes of the Plan, “Change in Control”
means the happening of any of the following:



          (a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25
percent or more of either (i) the then-outstanding common shares of the Company (the “Outstanding
Company Common Shares”); or (ii) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that such beneficial ownership shall not constitute
a Change in Control if it occurs as a result of any of the following acquisitions of securities:
(i) any acquisition directly from the Company; (ii) any acquisition by the Company or any
corporation, partnership, trust or other entity controlled by the Company (a “Subsidiary”); (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary; (iv) any acquisition by an underwriter temporarily holding Company
securities pursuant to an offering of such securities; (v) any acquisition by an individual, entity
or group that is permitted to, and actually does, report its beneficial ownership on Schedule 13-G
(or any successor schedule), provided that, if any such individual, entity or group subsequently
becomes required to or does report its beneficial ownership on Schedule 13D (or any successor
schedule), then, for purposes of this subsection, such individual, entity or group shall be deemed
to have first acquired, on the first date on which such individual, entity or group becomes
required to or does so report, beneficial ownership of all of the Outstanding Company Common Stock
and Outstanding Company Voting Securities
beneficially owned by it on such date; or (vi) any acquisition by any corporation pursuant to
a reorganization, merger or consolidation if, following such reorganization, merger or




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consolidation, the conditions described in clauses (i), (ii) and (iii) of Section 6.3(c) are
satisfied. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because any Person (the “Subject Person”) became the beneficial owner of 25 percent or more of the
Outstanding Company Common Shares or Outstanding Company Voting Securities as a result of the
acquisition of Outstanding Company Common Shares or Outstanding Company Voting Securities by the
Company which, by reducing the number of Outstanding Company Common Shares or Outstanding Company
Voting Securities, increases the proportional number of shares beneficially owned by the Subject
Person; provided, that if a Change in Control would be deemed to have occurred (but for the
operation of this sentence) as a result of the acquisition of Outstanding Company Common Shares or
Outstanding Company Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the beneficial owner of any additional Outstanding Company
Common Shares or Outstanding Company Voting Securities which increases the percentage of the
Outstanding Company Common Shares or Outstanding Company Voting Securities beneficially owned by
the Subject Person, then a Change in Control shall then be deemed to have occurred; or




          (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened election contest or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board, including by reason of agreement intended to avoid or settle any such actual or threatened
contest or solicitation; or




          (c) The consummation of a reorganization, merger, statutory share exchange, consolidation, or
similar corporate transaction involving the Company or any of its direct or indirect Subsidiaries
(each a “Business Combination”), in each case, unless, following such Business Combination, (i) the
Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior
to such Business Combination, continue to represent (either by remaining outstanding or being
converted into voting securities of the resulting or surviving entity or any parent thereof) more
than 50 percent of the then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from Business Combination (including, without limitation,
a corporation that, as a result of such transaction, owns the Company or all or substantially all
of the Company’s assets either directly or through one or more subsidiaries); (ii) no Person
(excluding the Company, any employee benefit plan (or related trust) of the Company, a Subsidiary
or such corporation resulting from such Business Combination or any parent or subsidiary thereof,
and any Person beneficially owning, immediately prior to such Business Combination, directly or
indirectly, 25 percent or more of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25 percent or
more of,
respectively, the then-outstanding shares of common stock of the corporation resulting from
such Business Combination (or any parent thereof) or the combined voting power of the




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then-outstanding voting securities of such corporation entitled to vote generally in the election
of directors and (iii) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination (or any parent thereof) were members of the
Incumbent Board at the time of the execution of the initial agreement or action of the Board
providing for such Business Combination; or




          (d) The consummation of the sale, lease, exchange or other disposition of all or substantially
all of the assets of the Company, unless such assets have been sold, leased, exchanged or disposed
of to a corporation with respect to which following such sale, lease, exchange or other disposition
(i) more than 50 percent of, respectively, the then-outstanding shares of common stock of such
corporation and the combined voting power of the then-outstanding voting securities of such
corporation (or any parent thereof) entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Shares and
Outstanding Company Voting Securities immediately prior to such sale, lease, exchange or other
disposition in substantially the same proportions as their ownership immediately prior to such
sale, lease, exchange or other disposition of such Outstanding Company Common Shares and
Outstanding Company Voting Shares, as the case may be; (ii) no Person (excluding the Company and
any employee benefit plan (or related trust) of the Company or a Subsidiary or of such corporation
or a subsidiary thereof and any Person beneficially owning, immediately prior to such sale, lease,
exchange or other disposition, directly or indirectly, 25 percent or more of the Outstanding
Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 25 percent or more of respectively, the then-outstanding shares of
common stock of such corporation (or any parent thereof) and the combined voting power of the
then-outstanding voting securities of such corporation (or any parent thereof) entitled to vote
generally in the election of directors; and (iii) at least a majority of the members of the board
of directors of such corporation (or any parent thereof) were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board providing for such sale,
lease, exchange or other disposition of assets of the Company; or




          (e) Approval by the shareholders of the Company of a complete liquidation or dissolution of
the Company.




ARTICLE 7

CONDITIONS AND FORFEITURES




     7.1 Conditions. In addition to any other condition that may be imposed by the
Committee, the payment of all awards (or any part thereof) under the Plan shall be contingent on
the following:



          (a) The participant or former participant entitled thereto shall refrain from engaging (i) in
any business or other activity which, in the judgment of the Committee is competitive with any
activity of any Participating Company or any affiliate thereof, in which he was engaged at any time
during the last five years of his employment by a Participating
Company or any affiliate thereof; or (ii) in any business or other activity which is so
competitive and of which he shall have special knowledge as the result of having been employed by
the Participating




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Company or any affiliate thereof; and from counseling or otherwise assisting any
person, firm or organization that is so engaged;




          (b) The participant shall not furnish, divulge or disclose to any unauthorized person, firm or
other organization any trade secrets, information or data with respect to any Participating Company
or any affiliate thereof, or any of their employees, that he shall have reason to believe is
confidential;




          (c) The participant will make himself available for such consultation and advice concerning
matters with respect to which he was familiar while employed by any Participating Company or
affiliate as may reasonably be requested, taking fairly into consideration his age, health,
residence and individual circumstances and the total amount of the payments that he is receiving,
and shall render such assistance and cooperation (including testimony and depositions) in respect
of matters of which he shall have knowledge, as may reasonably be requested in any action,
proceeding or other dispute, pending or prospective, to which any Participating Company or
affiliate may be a party or in which it may have an interest. The participant or former
participant shall have no obligation to render any services after he shall have ceased to be an
employee of the Participating Companies and affiliates thereof, except as may be required under
this subparagraph, and the death of the participant or former participant, or the failure to call
upon him for the rendition of services called for under this Section 7.1(c), shall not in any way
affect the right of the participant or former participant or his beneficiary or legal
representatives, as the case may be, to receive any unpaid portion of any amounts payable to him;
and




          (d) The participant’s employment by any Participating Company, subsidiary or any affiliate
thereof, shall not have terminated as a result of his gross negligence, willful misconduct or poor
performance and he shall not, while employed by a Participating Company, subsidiary or affiliate,
have engaged in conduct which, had it been known at the time, would have resulted, on grounds of
gross negligence or willful misconduct, in the termination of his employment by the Participating
Company, subsidiary or affiliate by which he had been employed.




     7.2 Forfeiture. If, in the judgment of the Committee, reasonably exercised, a
participant or former participant shall have failed at any time to comply with any of the
conditions set forth in Section 7.1, the obligation of the Participating Company to make further
payments to such participant or former participant or his beneficiary or legal representatives
shall forthwith terminate, provided that no amount paid prior to the date of any such determination
by the Committee shall be required to be repaid.



     7.3 No Assignment. No payment of any award under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same
shall be void. No payment of any award shall be subject to any jurisdictional payment requirement
upon death or termination. No such payments shall be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the person entitled thereto,
except as specifically provided in rules or regulations established by the Committee under the
Plan; and in the event that any participant, former participant or beneficiary under the Plan



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becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any such payment or a part thereof, then all such payments due him shall cease and in that
event, the Participating Company shall hold and apply the same to or for his benefit or that of his
spouse, children, or other dependents, or any of them, in such manner and in such proportions as
the Committee, with the approval of the chief executive officer of such Participating Company, may
deem proper.




ARTICLE 8

PARTICIPATING COMPANIES




     8.1 Participating Companies. Any subsidiary that the Committee (based on the
recommendations of the CEO) or the Board has approved as a Participating Company may, with such
approval, become a Participating Company upon delivering to the Committee certified copies of
resolutions duly adopted by its board of directors to the effect that it adopts the Plan and
consents to have the Plan administered by the Committee.



     8.2 Withdrawal. Any subsidiary which is a Participating Company may cease to be a
Participating Company at any time and shall cease to be one upon delivering to the Committee
certified copies of an appropriate resolution duly adopted by its board of directors terminating
its participation. If any Participating Company hereunder ceases to be a subsidiary, such
corporation may continue to be a Participating Company hereunder only upon such terms and
conditions as the Company and such corporation shall agree upon in writing. In no event shall the
termination of a corporation’s participation in the Plan relieve it of obligations theretofore
incurred by it under the Plan, except to the extent that the same have been assumed by another
corporation pursuant to Section 8.3.



     8.3 Successors. Any corporation which succeeds to all or any part of the business or
assets of a Participating Company may, by appropriate resolution of its board of directors, adopt
the Plan and shall thereupon succeed to such rights and assume such obligations hereunder as such
corporation, such Participating Company and the Company shall have agreed upon in writing.



     8.4 Definition of Subsidiary. For the purposes of this Article 8, the term
“subsidiary” shall mean any corporation (other than the Company and any non-Participating Company
specifically designated by the Committee) in one or more unbroken chains of corporations connected
through stock ownership with the Company, if the Company directly or indirectly through one or more
such chains owns stock possessing more than 50 percent of the total combined voting power of all
classes of stock and more than 50 percent of each class of non-voting stock of such corporation.



ARTICLE 9

GENERAL PROVISIONS




     9.1 Amendment and Termination. The Board may amend the Plan in whole or in part from
time to time, and may terminate it at any time, without prior notice to any interested party,
provided, however, that the Plan may not be amended in a manner that would cause the Plan to
fail to comply with Section 409A. The Board may delegate its amendment power to such



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individual or
individuals as it deems appropriate in its sole discretion. The foregoing sentence to the contrary
notwithstanding, for a period of two years and one day following a Change in Control, neither the
Board nor the Committee may amend the Plan in a manner that is detrimental to the rights of any
participant of the Plan without his written consent. No amendment or termination shall deprive any
participant, former participant, beneficiary or legal representatives of a former participant of
any right under the Plan as such right exists at the time of such amendment or termination, nor
increase the obligations of any company that is or has been a Participating Company without its
consent.




     9.2 No Right to Employment. Nothing in the Plan shall be construed as giving any
person employed by a company which is or has been a Participating Company the right to be retained
in the employ of such company or any right to any payment whatsoever, except to the extent provided
by the Plan. Each such company shall have the right to dismiss any employee at any time with or
without cause and without liability for the effect which such dismissal might have upon him as a
participant under the Plan.



     9.3 Other Benefits. The Plan shall not be deemed a substitute for any other employee
benefit or compensation plans or arrangements that may now or hereafter be provided for employees.
The Plan shall not preclude any group, division, subsidiary or affiliate of the Company, whether or
not a Participating Company, from continuing or adopting one or more separate or additional such
plans or arrangements for all or a defined class of the employees of such group, division,
subsidiary or affiliate. Any payment under any such plan or arrangement may be made independently
of the Plan.



     9.4 Consent to Actions Taken. By accepting any benefits under the Plan, each
participant, each beneficiary and each person claiming under or through him shall be conclusively
bound by any action or decision taken or made, or to be taken or to be made under the Plan, by the
Company, the Board or the Committee.



     9.5 Interpretation. The masculine pronoun includes the feminine, the singular the
plural, and vice versa wherever appropriate.



     9.6 Governing Law. The Plan shall be governed by and construed in accordance with the
laws of the State of New York.



     9.7 Section 409A. It is intended that the benefits under the Plan comply with the
requirements of Section 409A of the Code and the Treasury Regulations promulgated and other
official guidance issued thereunder, and the Plan shall be administered and interpreted to the
extent possible in a manner consistent with that intent and the American Express Section 409A
Compliance Policy, as amended from time to time, and any successor policy thereto.



* * * * *





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