Portfolio Award Grant Form – American Express Co.

AMERICAN EXPRESS COMPANY

2007 INCENTIVE COMPENSATION PLAN

PORTFOLIO GRANT

Name of Employee


Award Date		Expiration Date of the Award Period

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 Total Target Value of the Award consists of
the Target Values of four components: the Target Value of the Average Annual EPS
Incentive Component (the “Average Annual EPS Target Value”); the Target Value of
the Average Annual Net Revenue Incentive Component (the “Average Annual Net
Revenue Target Value”); the Target Value of the Average Annual ROE Incentive
Component (the “Average Annual ROE Target Value”); and the Target Value of the
Relative Total Shareholder Return Incentive Component (the “Relative TSR Target
Value”). Each component’s Target Value is 25% of the Total Target Value. The
period beginning _______ __, 20__ 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 the Award 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, of each component will be determined as specified in Paragraph 3.

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) 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 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) Except as otherwise provided in this Paragraph 3 and in Paragraphs 2, 4
and 6, there shall be paid to you in accordance with Paragraph 5, the sum, as
may be adjusted by the Committee pursuant to Subparagraph 3(i), of:

(i) the Schedule A Value of the Average Annual EPS Incentive Component (the
“Average Annual EPS Schedule A Value”) as of the last day of the Award Period,
as provided in Subparagraph 3(b);

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

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

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

(b) Average Annual EPS Schedule A Value. Except as otherwise provided
in this Paragraph 3, the Average Annual EPS Schedule A Value as of the last day
of the Award Period will be equal to (X_b) times (Y_b),
where (X_b) equals the Average Annual EPS Incentive Payout Percentage,
if any, determined by the Committee in its sole discretion based on the Average
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 Schedule A to
this Agreement, and where (Y_b) is the Average Annual EPS Target
Value. However, in no event will the Average Annual EPS Schedule A Value be
greater than the Maximum Average Annual EPS Value, which equals the maximum
Average Annual EPS Incentive Payout Percentage set forth in Schedule A to this
Agreement, times the Average Annual EPS Target Value.

(c) Average Annual Net Revenue Schedule A Value. Except as otherwise
provided in this Paragraph 3, the Average Annual Net Revenue Schedule A Value as
of the last day of the Award Period will be equal to (X_c) times
(Y_c), where (X_c) equals the Average Annual Net Revenue
Incentive Payout Percentage, if any, determined by the Committee in its sole
discretion based on the Average 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 Schedule A to this Agreement, and where
(Y_c) is the Average Annual Net Revenue Target Value. However, in no
event will the Average Annual Net Revenue Schedule A Value be greater than the
Maximum Average Annual Net Revenue Value, which equals the maximum Average
Annual Net Revenue Incentive Payout Percentage set forth in Schedule A to this
Agreement, times the Average Annual Net Revenue Target Value.

(d) Average Annual ROE Schedule A Value. Except as otherwise provided
in this Paragraph 3, the Average Annual ROE Schedule A Value as of the last day
of the Award Period will be equal to (X_d) times (Y_d),
where (X_d) equals the Average Annual ROE Incentive Payout Percentage,
if any, determined by the Committee in its sole discretion based on the Average
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 Schedule A to
this Agreement, and where (Y_d) is the Average Annual ROE Target
Value. However, in no event will the Average Annual ROE Schedule A Value be
greater than the Maximum Average Annual ROE Value, which equals the maximum
Average Annual ROE Incentive Payout Percentage set forth in Schedule A to this
Agreement, times the Average Annual ROE Target Value.

(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 the
Award Period will be equal to (X_e) times (Y_e), where
(X_e) 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 Schedule A
to this Agreement, and where (Y_e) is the Relative TSR Target Value.
However, in no event will the Relative TSR Schedule A Value be greater than the
Maximum TSR Value, which equals the maximum Relative TSR Incentive Payout
Percentage set forth in Schedule A to this Agreement, times the Relative TSR
Target Value.

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

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

(ii) if the Average Annual Net Revenue is less than the level needed to have
some Average Annual Net Revenue Schedule A Value, there shall be no Average
Annual Net Revenue Schedule A Value; and if the Average Annual Net Revenue is
equal to or greater than the level to have some Average Annual Net Revenue
Schedule A Value, but less than or equal to the maximum level, and the Average
Annual Net Revenue actually attained is not represented in the table set forth
on Schedule A, then the Average 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 Average Annual Net Revenue
actually attained;

(iii) if the Average Annual ROE is less than the level needed to have some
Average Annual ROE Schedule A Value, there shall be no Average Annual ROE
Schedule A Value; and if the Average Annual ROE is equal to or greater than the
level to have some Average Annual ROE Schedule A Value, but less than or equal
to the maximum level, and the Average Annual ROE actually attained is not
represented in the table set forth on Schedule A, then the Average 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
Average 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 Schedule A, 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) “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) “Average Annual Net Revenue” means, for the Award Period, the sum of the
Net Revenue for every year during the Award Period, divided by 3.

(iii) “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 reported by the Company and as adjusted below. The
calculation of Net Income for any given year will be adjusted to exclude:

–

reported cumulative effect of accounting changes;

–

reported income and losses from discontinued operations; and

–

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

(iv) “Earnings Per Share” means, for any given year, the diluted earnings (or
loss) per share of the Company for such year, as determined 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) “Average Annual EPS” means, for the Award Period, the sum of the Earnings
Per Share for every year during the Award Period, divided by 3.

(vi) “Annual Return on Equity” means, for any given year, the Net Income for
such year divided by the Average Annual Shareholders’ Equity for such year.

(vii) “Average Annual ROE” means, for the Award Period, the sum of the Annual
Return on Equity for every year in the Award Period, divided by 3.

(viii) “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 year (each as reported by the Company),
divided by 13.

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

(x) “Amex Total Shareholder Return” or “Amex TSR” means the compounded 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 the Award 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 of ___________ immediately preceding the
beginning of the Award 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 of
___________ immediately preceding the Expiration Date. Where “Y” is the number
of fractional Shares resulting from the deemed reinvestment of dividends paid
during the Award Period, the Amex TSR is calculated as follows:

(

Ending Stock Price x (1 + Y)

Beginning Stock Price

)

1/3

-1

(xi) “S&P 500 Total Shareholder Return” or “S&P 500 TSR” means the
compounded annual growth rate, expressed as a percentage with one decimal point,
in the value of the S&P 500 Index during the Award 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 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 Average Annual ROE, the Average Annual Net
Revenue, the Average Annual EPS or the Relative Total Shareholder Return
Incentive 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 the Award 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)) may 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”; 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 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
resultant sum being the “Final Value” (except as otherwise provided by Paragraph
8); 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.

(k) Subject to the limitations set forth in Paragraph 8, the Committee shall
determine the Schedule A Values, the Initial Value and the Final Value 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 of the
Final Value, if any, 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 Stock Unit awards granted generally under the
Plan, or its successor, except that the RSA or the RSU shall (A) 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 Award, 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 the 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 at any time following the
Award Date or you die at any time following the Award Date, you will be entitled
to a payment equal to the Final Value multiplied by a fraction, the numerator of
which is the number of full months which have elapsed between the first day of
the Award Period and the end of the month in which your termination of
employment by reason of death or such Disability occurs (not to exceed 36), and
the denominator of which is 36, and this purpose, to the extent not otherwise
previously determined by the Committee, in the event of your Disability or
death, the Final Value for the Award 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. Such amount,
if any, shall be payable within 90 days from the date of your Disability or
death (or such later date permitted by Section 409A of the Code and the Treasury
Regulations promulgated and other official guidance issued thereunder), 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. For purposes of this Agreement, “Disability” means that you
(x) are unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or (y) are, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Company. In making its
determination, the Committee shall be guided by the prevailing authorities
applicable under Section 409A of the Code.

(b) If, on or before the Second 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 you generally will be entitled to a payment equal to the Final
Value multiplied by a fraction, the numerator of which is the number of full
months which have elapsed between the first day of the Award Period and the end
of the month in which your termination of employment by reason of such
retirement occurs (not to exceed 36), and the denominator of which is 36, unless
such termination occurs following the attainment of age 60, you will be entitled
to receive 50% of the Final Value you would otherwise forfeit under the above
formula; and provided further, that if such termination occurs following
attainment of age 62, you will be entitled to 100% of the Final Value. The Final
Value for this purpose shall be determined after the last day of the Award
Period in the normal course in accordance with Paragraph 3. Such amount, if any,
shall be payable in cash or Restricted Stock Units, as described in Paragraph
3(l) above, or other property, or any combination thereof, after the Award
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 the Award Period, or the
earlier date your continuous employment with American Express companies
terminates by reason of Disability or death in accordance with Paragraph 4, 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, the Cash Value
and the Number of Restricted Shares or the Number of Restricted Stock Units, if
any, for the Award Period, in accordance with Paragraph 3 or 4, as the case may
be.

(b) If the Committee determines that there is no Average Annual EPS Schedule
A Value, no Average Annual Net Revenue Schedule A Value, no Average Annual ROE
Schedule A Value and no Relative TSR Schedule A Value, then this Award will be
cancelled. If the Committee determines that there is some Average Annual EPS
Schedule A Value, Average Annual Net Revenue Schedule A Value, Average Annual
ROE Schedule A Value or Relative TSR Schedule A Value, however, the Cash Value
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 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 ________ __, 20__,
but in no event later than 90 days thereafter (the “Payment Date”).

6. Other Termination of Employment. If, after the last day of the
Award Period and on or before the Payment Date, 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, 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, your Final Value
of the Award determined under Section 3(i)(ii) of the Agreement may not be less
than the Total Target Value of the Award 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 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;

(ii) 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 ________ __, 20__, and the date of such
separation from service (not to exceed 36), divided by (b) the total number of
months in the Award 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.

(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. Amendment. This Agreement may be amended or terminated by the
Company, the Board or the Committee at any time prior to a Change in Control of
the Company. For the avoidance of doubt, you have no legally binding right to
payment under this Award until such payment is made to you.

14. Change in Control Payments. This Paragraph shall apply in the
event of Change in Control.

(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 (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 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, to the
extent permitted by Section 409A of the Code, 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: (A) 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 Plan or any other plan,
arrangement or agreement with the Company, any Person whose actions result in
such Change in Control, or any Person affiliated with the Company or such Person
(collectively, “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 Committee (the “Firm”), such payments or benefits (in whole or in part) do
not constitute parachute payments, including by reason of Section 280G(2)(A) or
Section 280G(b)(4)(A) of the Code; (B) 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; (C) all “excess parachute payments” within
the meaning of Section 280G(b)(2) 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(g)(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 (D) the value of any non-cash 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 whether any of 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
Payments are made. The Firm 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, if your Payments are proposed to be reduced, then
the Company shall provide to you 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).

15. 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 EPS, Average Annual Net Revenue, Average Annual ROE or
other financial measures or amounts which are accrued or payable or any of your
other rights or interests under this Agreement.

16. 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.

17. 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. Notwithstanding any other
provision of this Agreement, to the extent that you are a Specified Employee at
the time of your separation from service and any payment is required to be
delayed by six months pursuant to Section 409A of the Code, then such payment
shall be made, without interest, on the first day of the seventh month following
your separation from service.

18. FDIA Limitations. Notwithstanding any other provision of this
Agreement to the contrary, any payments or benefits to you pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 USC Section 1828(k) and any regulations promulgated, or other guidance
issued, with respect thereto.

19. Dodd-Frank Clawback. Notwithstanding any other provision of this
Agreement to the contrary, in order to comply with Section 10D of the Securities
Exchange Act of 1934, as amended, and any regulations promulgated, or national
securities exchange listing conditions adopted, with respect thereto
(collectively, the “Clawback Requirements”), if the Company is required to
prepare an accounting restatement due to the material noncompliance of the
Company with any financial reporting requirements under the securities laws,
then you shall return to the Company, or forfeit if not yet paid, the amount of
any Award received during the three-year period preceding the date on which the
Company is required to prepare the accounting restatement, based on the
erroneous data, in excess of what would have been paid to you under the
accounting restatement as determined by the Committee in accordance with the
Clawback Requirements and any policy adopted by the Committee pursuant to the
Clawback Requirements.

* * * * *

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

	J. LESCHLY
	P. CHERNIN
	R. MCGINN
	E. MILLER
	R. WALTER


	By

	/s/ Carol V. Schwartz
	Carol V. Schwartz

Notwithstanding any contrary provision in the American Express Company
2007 Incentive Compensation Plan, as amended, 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.

AMERICAN EXPRESS COMPANY

2007 INCENTIVE COMPENSATION PLAN

PORTFOLIO GRANT

SCHEDULE A

		Maximum Payout Level
Measure	Weighting	Threshold (0)	Target (___)	Maximum (___)
Average Annual EPS
Average Annual Net Revenue
Average Annual ROE
Amex TSR Relative to S&P 500

For purposes of determining the Schedule A Value, if the Average Performance
Period Earnings Per Share, the Average Annual Net Revenue, the Average Annual
ROE or the Amex TSR Relative to S&P 500 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.

Note: the Award is designed to provide the Committee maximum
flexibility in determining an appropriate award amount, while maintaining the
ability to deduct the amount of the Award. The tables produce the maximum
deductible amount of the Award, and not the amount actually to be paid. The
Committee uses negative discretion to reduce such amount as it deems
appropriate.

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