Senior Executive Severance Plan – American Express Co.

AMERICAN EXPRESS
SENIOR EXECUTIVE SEVERANCE PLAN

(As amended and restated effective January 1,
2011)

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EXHIBIT 10.30

AMERICAN EXPRESS
SENIOR EXECUTIVE SEVERANCE PLAN
(As amended and restated effective January 1, 2011)

TABLE OF CONTENTS

Introduction					1
Article 1		Definitions			1
Article 2		Participation			7
Article 3		Amount of Benefits			9
Article 4		Method of Payment			12
Article 5		Administration of the Plan			14
Article 6		Adopting Companies and Plan Mergers			16
Article 7		Amendment and Termination			16
Article 8		Financial Provisions			17
Article 9		Liability and Indemnification			17
Article 10		Miscellaneous			19
Schedule A		Schedule for Severance Pay Benefits			20

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EXHIBIT 10.30

AMERICAN EXPRESS
SENIOR EXECUTIVE SEVERANCE PLAN
(As amended and restated effective January 1, 2011)

INTRODUCTION

The Board of Directors of American Express Company established the American
Express Senior Executive Severance Plan effective as of January l, l994, to
provide for severance benefits for certain eligible executive officers of
American Express Company and its participating subsidiaries whose employment is
terminated under certain conditions. Severance benefits under the Plan are to be
provided to such eligible executives in exchange for a signed agreement that
includes a release of all claims.

ARTICLE 1
DEFINITIONS

1.1 “Administration Committee” means the Committee established and
appointed by the Board of Directors or by a committee of the Board of Directors.

1.2 “Affiliated Company” means any corporation which is a member of a
controlled group of corporations (determined in accordance with Section 4l4(b)
of the Code) of which the Company is a member and any other trade or business
(whether or not incorporated) which is controlled by, or under common control
(determined in accordance with Section 4l4(c) of the Code) with the Company, but
which is not an Employing Company.

1.3 “Annualized Compensation” means, for an Employee for a given year,
the Employee’s annualized compensation based upon the annual rate of pay for
services provided to the Employing Company for the taxable year of the Employee
for the year preceding the given year in which the Employee has a Separation
from Service (adjusted for any increases during the given year that was expected
to continue indefinitely if the Employee had not had a Separation from Service),
determined in accordance with Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury
Regulations.

1.4 “Base Salary” means the regular basic cash remuneration before
deductions for taxes and other items withheld, payable to an Employee for
services rendered to an Employing Company, but not including pay for bonuses,
incentive compensation, special pay, awards or commissions.

1.5 “Board of Directors” means the board of directors of the Company.

1.6 “Bonus” means annual incentive compensation paid to an Employee
over and above Base Salary earned and paid in cash or otherwise under any
executive bonus or sales incentive plan or program of an Employing Company.
Annual incentive compensation shall not include incentive compensation with a
performance period longer than one year (e.g., performance grant awards), but
shall include restricted stock awards expressly granted in lieu of cash
supplemental annual incentive awards.

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1.7 “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: (A) any
acquisition directly from the Company; (B) any acquisition by the Company or any
corporation, partnership, trust or other entity controlled by the Company (a
“Subsidiary”); (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Subsidiary; (D) any
acquisition by an underwriter temporarily holding Company securities pursuant to
an offering of such securities; (E) 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 (F) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation if, following such
reorganization, merger or consolidation, the conditions described in clauses
(i), (ii) and (iii) of Section 1.7(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 of Directors
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board of Directors; 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

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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 of Directors, 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 of 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 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 of Directors 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

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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 of Directors 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.

1.8 “Code” means the Internal Revenue Code of 1986, as amended from
time to time.

1.9 “Committee” means the Compensation and Benefits Committee of the
Board of Directors or any successor committee appointed by the Board of
Directors.

1.10 “Company” means American Express Company, a New York corporation,
its successors and assigns.

1.11 “Comparable Position” means a job with the Company, an Employing
Company, an Affiliated Company or successor company at the same or higher Base
Salary as an Employee’s current job and at a work location within reasonable
commuting distance from an Employee’s home, as determined by such Employee’s
Employing Company. For Employees in the Employing Company’s international
expatriate program, Comparable Position means a job with an Employing Company,
an Affiliated Company or successor company at the same or higher Base Salary as
an Employee’s current job and at a work location in the Employee’s country of
assignment, home country or career base country.

1.12 “Completed Years of Service” means the number of full one year
periods that have transpired since the Employee’s original date of hire or, in
the case of someone who has incurred a break in service, the date of rehire,
through the Employee’s Separation from Service with the Company.

1.13 “Constructive Termination” means a Separation from Service by an
Employee from an Employing Company as a result of one or more of the following
without the Employee’s written consent within two years after a Change in
Control (each of the following, a “Good Reason”):

(a) a material reduction in Base Salary, except for across-the-board changes
similarly affecting all Employees of the Employing Company and all Employees of
any Person in control of the Employing Company, or any material reduction in the
aggregate of the Employee’s annual and long term incentive opportunity, in each
case from that in effect immediately prior to the Change in Control;

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(b) the Employing Company’s requirement that the Employee be based more than
50 miles from the location at which the Employee was based immediately prior to
the Change in Control and which location is more than 35 miles from the
Employee’s residence;

(c) the assignment to the Employee of any duties that are materially
inconsistent with the Employee’s duties prior to the Change in Control; or

(d) a significant reduction in the Employee’s position, duties, or
responsibilities from those in effect prior to the Change in Control.

The Employee shall notify the Employing Company within 30 days after the
occurrence of an event giving rise to a Good Reason and the Employing Company
shall have 30 days to remedy the condition, and if remedied by the Employing
Company within such 30-day period, no Good Reason shall exist on account of the
remedied event. A “Constructive Termination” is intended to qualify as an
involuntary separation from service for purposes of Section 409A, and this
definition of “Constructive Termination” shall be administered and interpreted
consistent with such intention.

1.14 “Defined Termination” means a Separation from Service of an
Employee within two years after a Change in Control that occurs as a result of
either: (a) an Involuntary Termination, or (b) a Constructive Termination.

1.15 “Employee” means any person, at the senior executive level as
defined by the Administration Committee, paid through the payroll function of
the Employing Company (as opposed to the accounts payable function of the
Employing Company) and employed on a regular full-time basis (i.e., an employee
whose scheduled workweek is consistent with the standard workweek schedule of a
business unit or department) or regular part-time basis (i.e., an employee who
is scheduled to work at least 20 hours per week, but fewer than the hours of a
regular full-time employee) by an Employing Company, who receives from an
Employing Company a regular stated compensation and an annual IRS Form W-2;
provided, however, that an Employing Company or operating business unit thereof,
due to business, marketplace or employee relations reasons, may, in its sole
discretion, by policy exclude from the definition of Employee under the Plan any
category or level of employee employed in a non-exempt, exempt or executive
level position or in an initial probationary or trial period of employment. The
term “Employee” shall not include any person who has entered into an independent
contractor agreement, consulting agreement, franchise agreement or any similar
agreement with an Employing Company, nor the employees of any such person,
regardless of whether that person (including his or her employees) is later
found to be an employee by any court of law or regulatory authority.

1.16 “Employing Company” means the Company and such of its
subsidiaries and affiliated companies and other trades or businesses as have
adopted the Plan and have been admitted to participation by the Committee or any
one or more of them, and any corporation or other entity succeeding to the
rights and assuming the obligations of any such company hereunder in the manner
described in Section 6.1.

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1.17 “ERISA” means the Employee Retirement Income Security Act of
l974, as amended from time to time.

1.18 “Executive Officer” means an employee of the Company or one of
its subsidiaries who is in a position which is designated by the Board of
Directors of the Company as a position which is subject to the reporting
requirements under Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder in respect of the
equity securities of the Company; provided, however, that the Comptroller of the
Company (although subject to the above reporting requirements) shall not be
deemed to be an Executive Officer.

1.19 “Good Cause” means a discontinuance of an Employee’s employment
by an Employing Company upon one of the following:

(a) the Employee’s Willful and continued failure to adequately perform
substantially all of the Employee’s duties with the Employing Company;

(b) the Employee’s Willful engagement in conduct which is demonstrably and
materially injurious to the Employing Company or an affiliate thereof,
monetarily or otherwise; or

(c) the Employee’s conviction of a felony.

1.20 “Involuntary Termination” means any involuntary Separation from
Service by an Employee from an Employing Company for reasons other than Good
Cause within two years after a Change in Control. An “Involuntary Termination”
is intended to qualify as an involuntary separation from service for purposes of
Section 409A, and this definition of “Involuntary Termination” shall be
administered and interpreted consistent with such intention.

1.21 “Leave of Absence” means the period during which an Employee is
absent from work pursuant to a leave of absence granted by an Employing Company
where such leave of absence does not result in a Separation from Service.

1.22 “Mutually Satisfactory Resignation” means an Employee’s
resignation where the Employing Company would have terminated the Employee’s
services if the Employee did not voluntarily resign, and the Employee was aware
of that fact. A “Mutually Satisfactory Resignation” is intended to qualify as an
involuntary separation from service for purposes of Section 409A, and this
definition of “Mutually Satisfactory Resignation” shall be administered and
interpreted consistent with such intention.

1.23 “Plan” means the American Express Senior Executive Severance
Plan, as set forth herein and as hereafter amended from time to time.

1.24 “Plan Year” means a calendar year.

1.25 “Policy” means the American Express Section 409A Compliance
Policy, as amended from time to time, and any successor policy thereto.

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1.26 “Predecessor Company” means any corporation or unincorporated
entity heretofore or hereafter merged or consolidated with or otherwise absorbed
by an Employing Company or any substantial part of the business of which has
been or shall be acquired by an Employing Company.

1.27 “Retirement” means a Separation from Service that qualifies as a
“normal retirement,” as defined in and meeting the terms and conditions of the
American Express Retirement Savings Plan, as amended from time to time, and any
successor plan thereto.

1.28 “Section 409A” means Section 409A of the Code, and the Treasury
Regulations promulgated and other official guidance issued thereunder.

1.29 “Section 409A Change in Control” means a “change in the
ownership,” a “change in the effective control” or a “change in the ownership of
a substantial portion of the assets” of the Employing Company, each as
determined in accordance with Section 409A.

1.30 “Section 401(a)(17) Limit” means, with respect to a given year,
the maximum amount that may be taken into account under a qualified plan
pursuant to Section 401(a)(17) of the Code for such year, determined in
accordance with Section 1.409A-1(b)(9)(iii)(A)(2) of the Treasury Regulations.

1.31 “Separation from Service” means a “separation from service” for
purposes of Section 409A, as determined in accordance with the Policy.

1.32 “Separation Period” means the period of time over which an
Employee receives severance benefits under the Plan in substantially equal
installment payments, which shall be equal to the number of weeks of severance
benefits to which the Employee is entitled pursuant to Schedule A hereto.

1.33 “Willful” means that an act or failure to act on an Employee’s
part is done, or omitted to be done, by the Employee in a manner that is not in
good faith, and that is without reasonable belief that such action or omission
was in the best interests of an Employing Company.

ARTICLE 2
PARTICIPATION

2.1 Eligibility to Receive Benefits. Subject to Section 2.2, each
Employee shall be eligible to receive benefits under the Plan in the event of
such Employee’s Separation from Service from an Employing Company for one of the
following reasons:

(a) reduction in force;

(b) position elimination;

(c) office closing;

(d) poor performance;

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(e) Mutually Satisfactory Resignation;

(f) relocation of an employee’s current position that does not meet the
definition of Comparable Position; or

(g) Defined Termination (notwithstanding any provision of Section 2.3).

2.2 Limitations on Eligibility In the event an Employee who is
otherwise eligible to receive benefits under the Plan is offered a Comparable
Position (whether the position is accepted or rejected by the Employee), the
Employee will not be eligible to receive benefits under the Plan with respect to
any resultant Separation from Service. In addition, an Employee is not eligible
to receive benefits under the Plan if the Employee accepts any position in the
Company, an Employing Company, an Affiliated Company or successor company
(regardless of whether it is a Comparable Position). An Employee who is an
Executive Officer and who otherwise meets the eligibility criteria may only
receive benefits under the Plan if approved by the Committee in advance. An
Employee who is offered or placed on a temporary layoff status (often referred
to as a furlough) with reduced or no pay for a period of less than six months
during which time the Employee continues to participate in certain benefit plans
as determined by the Company is not eligible to receive benefits under the Plan.

2.3 Ineligibility for Participation. An Employee is ineligible to
receive benefits under the Plan in the event his Separation from Service by an
Employing Company for a reason other than those enumerated in Section 2.1,
including, but not limited to, the following:

(a) voluntary resignation;

(b) failure to report for work;

(c) failure to return from leave;

(d) return from a Leave of Absence which extends beyond the policy
reinstatement period, if applicable, and no position is available;

(e) excessive absenteeism or lateness;

(f) merger, acquisition, sale, transfer, outsourcing or reorganization of all
or part of the Employing Company or any affiliate thereof where either (i) a
Comparable Position is offered with, or (ii) the Employee accepts any position
(regardless of whether it is a Comparable Position) with, a successor company,
whether affiliated or unaffiliated with the Employing Company, including an
outside contractor, and whether or not the successor company adopts the Plan;

(g) violation of a policy or procedure of the Employing Company,
insubordination, unwillingness to perform the duties of a position, suspected
dishonesty, or other misconduct;

(h) Retirement, including the acceptance of any Employing Company sponsored
retirement incentive; provided, however, that in the event an Employee is
otherwise

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eligible for a severance pay benefit in accordance with Section 2.1 and also
eligible for Retirement, the Employee shall be eligible to receive benefits
under the Plan in accordance with Article 3; or

(i) death.

ARTICLE 3
AMOUNT OF BENEFITS

3.1 Amount of Benefits. The severance benefit payable to an eligible
Employee under the Plan shall be based on his Completed Years of Service and
position with the Company, Employing Company or Affiliated Company. The formula
for determining an Employee’s severance benefit payment shall be calculated by
first adding together (a) the Employee’s annual Base Salary in effect
immediately prior to the date of Separation from Service and (b) the last annual
Bonus paid to the Employee as of the date management tenders to him the
Agreement required pursuant to Section 3.5. In the case of a recently hired
Employee who has not yet received a Bonus, the Employee’s designated target
Bonus may be used as the Section 3.1(b) portion of the foregoing calculation.
The sum of Section 3.1(a) and (b) shall then be divided by 52 to calculate the
weekly severance benefit (the “Weekly Severance Benefit Amount”). The amount of
the total severance benefit (the “Gross Severance Benefit Amount”) shall be
determined by multiplying the Weekly Severance Benefit Amount by the number of
weeks of severance benefits to which the Employee is entitled pursuant to
Schedule A hereto. The number of weeks over which severance benefits are payable
under the Plan to any eligible Employee who is not an Executive Officer shall
not exceed 78 weeks, and the number of weeks over which severance benefits are
payable under the Plan to any eligible Employee who is an Executive Officer
shall not exceed 104 weeks. The total amount of severance calculated pursuant to
Schedule A hereto shall not exceed 78 weeks for Employees who are not Executive
Officers or 104 weeks for Executive Officers.

3.2 Limitations on Amount of Severance Benefits. To the extent
permissible under Section 409A, benefits payable under the Plan to an Employee
shall be inclusive of and offset by any other severance, redundancy or
termination payment made by an Employing Company to the Employee, including, but
not limited to, any amounts paid pursuant to federal, state, local or foreign
government worker notification (e.g., Worker Adjustment and Retraining
Notification Act) or office closing requirements, any amounts owed the Employee
pursuant to a contract with the Employing Company (unless the contract
specifically provides otherwise) and amounts paid to an Employee placed in a
temporary layoff status (often referred to as a furlough) which immediately
precedes the commencement of the severance payments.

3.3 Reemployment. In the event an Employee is reemployed by the
Employing Company or an Affiliated Company within the period covered by the
schedule of severance benefits on Schedule A hereto, the severance benefits, if
any, that are in excess of the number of weeks between the Separation from
Service and the rehire date shall be repaid by the Employee or withheld by the
Employing Company, as the case may be; and any benefits withheld or repaid shall
be forfeited by the Employee. In the further event an eligible Employee who is
receiving severance benefits under the Plan is later rehired by an Employing
Company or an Affiliated Company, and employment later terminates under
conditions making such Employee eligible for

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severance benefits under the Plan, the amount of the second severance benefit
will be based on such Employee’s actual date of reemployment and not the
original date of employment.

3.4 Withholding Tax. The Employing Company shall deduct from the
amount of any severance benefits payable under the Plan, any amount required to
be withheld by the Employing Company by reason of any law or regulation, for the
payment of taxes or otherwise to any federal, state, local or foreign
government. In determining the amount of any applicable tax, the Employing
Company shall be entitled to rely on the number of personal exemptions on the
official form(s) filed by the Employee with the Employing Company for purposes
of income tax withholding on regular wages.

3.5 Requirement of Signed Agreement. Receipt of severance benefits
under the Plan is conditioned upon the Employee signing an agreement with the
Employee’s Employing Company in a form satisfactory to the Company and in
accordance with the requirements of applicable law (the “Agreement”). The
Agreement must include a release of claims and may include whatever other terms
the Employing Company deems appropriate, including restrictive covenants. If the
terms of the Agreement are found to be legally unenforceable, the Employee must
return any severance benefits paid pursuant to Section 3.1 of the Plan plus the
value of any long term incentive awards which vested during the Separation
Period; provided, however, that in the event the Employee has a Defined
Termination, such restrictive covenants shall (a) be reasonable under the
applicable facts and circumstances; (b) include the following (i)
non-solicitation of customers and employees; (ii) confidentiality of business
data; (iii) full release of claims; and (iv) non-denigration of the Company and
its affiliates, and their officers, directors and agents; and (c) not include
any non-competition limitations. Notwithstanding anything herein to the
contrary, the Company shall, for a period of two years and one day following a
Change in Control, be prohibited from entering into any agreement with an
Employee, which contains a more expansive Competitor List (as provided in
Paragraph 2 of the “Consent to the Application of Forfeiture and Detrimental
Conduct Provisions to Incentive Compensation Plan Awards”) than that which was
in effect for such Employee immediately prior to the date of such Change in
Control. If an Employee has already signed the Agreement required by this
Section 3.5 prior to the date of a Change in Control, the Employee is not
eligible to receive any benefits that would otherwise be triggered by a Change
in Control, except as provided by Section 4.1(g).

3.6 Excise Tax.

(a) This Section 3.6 shall apply in the event of a Change in Control.

(b) In the event that any payment or benefit received or to be received by an
Employee hereunder in connection with a Change in Control or such Employee’s
Separation from Service (such payments and benefits 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

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of federal, state and local income and employment taxes on such Total
Payments and the amount of Excise Tax to which an Employee would be subject in
respect of such unreduced Total Payments); provided, however, that the Employee
may elect in writing to have other components of his or her Total Payments
reduced prior to any reduction in the Payments hereunder.

(c) 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
an Employee in connection with such Change in Control or such Employee’s
Separation from Service, whether pursuant to the terms of the Plan or any other
plan, arrangement or agreement with the Company, any Person (as such term is
defined in Section 1.7) whose actions result in such Change in Control or any
Person affiliated with the 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
“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 the Employee 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 there under. For purposes of determining whether any Payments in
respect of a Employee shall be reduced, the Employee 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 Employee’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 Firm will
be paid reasonable compensation by the Company for its services.

(d) As soon as practicable following a Change in Control, but in no event
later than 30 days thereafter, the Company shall provide to each Employee 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 Employee
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).

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ARTICLE 4
METHOD OF PAYMENT

4.1 Payment.

(a) Except as otherwise provided by this Article 4 or the Plan, the Company
shall pay the Gross Severance Benefit Amount to the Employee during the
Separation Period in substantially equal payments in accordance with the normal
payroll schedule applicable to the Employee, commencing with the applicable
payroll period immediately following the Employee’s Separation from Service.

(b) If the severance benefits provided under the Plan qualify for the
involuntary separation pay exception under Section 409A, the Employee is a
“specified employee” (for purposes of Section 409A and as determined in
accordance with the Policy) on the date of his Separation from Service, and the
total amount of benefits to be paid to the Employee during the six-month period
following his Separation from Service is more than two times the lesser of the
Employee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the
year in which the Separation from Service occurs, then:

(i) the severance benefits to be paid during the six-month period following
the Employee’s Separation from Service shall be two times the lesser of the
Employee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the
year in which the Separation from Service occurs, divided by the number of
severance payments to be made during such six-month period (given the normal
payroll schedule applicable to the Employee);

(ii) the difference between the amount of the severance benefits actually
paid by the Company or Employing Company pursuant to Section 4.1(b)(i) and the
amount the Employee would have received during such six-month period but for the
application of Section 4.1(b)(i), shall be paid to the Employee on the first
payroll date immediately following the first day of the seventh month following
the Employee’s Separation from Service; and

(iii) the balance of the severance benefits to be paid for the remainder of
the Separation Period following the expiration of the six-month period shall be
paid in accordance with Section 4.1(a).

(c) In the event that the severance benefits provided under the Plan do not
qualify for the involuntary separation pay exception under Section 409A and the
Employee is a “specified employee” (for purposes of Section 409A and as
determined in accordance with the Policy) on the date of his Separation from
Service, then:

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(i) the amount the Employee would have received during the six-month period
following the Employee’s Separation from Service had the severance benefits been
paid in installments in accordance with Section 4.1(a) during such six-month
period shall be paid to the Employee in a lump sum on the first payroll date
immediately following the first day of the seventh month following the
Employee’s Separation from Service; and

(ii) the balance of the severance benefits to be paid for the remainder of
the Separation Period following the expiration of the six-month period shall be
paid in accordance with Section 4.1(a).

(d) In the event the Employee has a Defined Termination, and the Change in
Control to which the Defined Termination relates qualifies as a Section 409A
Change in Control, then:

(i) if the Employee is not a “specified employee” (for purposes of Section
409A and as determined in accordance with the Policy) on the date of his
Separation from Service, the Employee’s Gross Severance Benefit Amount will be
paid to him in a lump sum within 15 days following the Employee’s Separation
from Service; and

(ii) if the Employee is a “specified employee” (for purposes of Section 409A
and as determined in accordance with the Policy) on the date of his Separation
from Service, the Employee’s Gross Severance Benefit Amount will be paid to him
as follows:

(1) if the severance benefits provided under the Plan qualify for the
involuntary separation pay exception under Section 409A, an amount equal to two
times the lesser of the Employee’s Annualized Compensation or the Section
401(a)(17) Limit, each for the year in which the Separation from Service occurs,
shall be paid to him in a lump sum within 15 days following the Employee’s
Separation from Service; and

(2) the Employee’s Gross Severance Benefit Amount, less the amount, if any,
paid to the Employee pursuant to Section 4.1(d)(ii)(1), will be paid to him in a
lump sum on the first day of the seventh month following the Employee’s
Separation from Service.

(e) Notwithstanding anything in the Plan to the contrary, if the Employee’s
Separation from Service occurs within two years following a Change in Control,
then to the extent permissible under Section 409A, the Employee shall continue
to be eligible to receive benefits under the Company’s medical and dental plans
for the applicable period as if the Employee were paid severance in
installments, such benefits to be substantially identical to the benefits
provided immediately prior to the Change in Control. In the event that the
continuation of any such benefits during the six-month period following
Separation from Service would result in the imposition of a tax under Section
409A, the Company shall allow the Employee to pay the out-of-pocket cost of such
benefits during such six-month period and the Company will make a lump-sum
payment to the Employee in an amount equal to the out-of-pocket costs so paid by
the Employee, on the first day of the seventh month following the Employee’s
Separation from Service.

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(f) Notwithstanding anything in the Plan to the contrary, if the Employee is
not a United States citizen and has not been taxable for US federal income tax
purposes as a resident alien at any time during his employment with the
Employing Company, then, to the extent it would not result in the imposition of
the excise tax or penalty under Section 409A to the Employee, the Employing
Company may pay the Gross Severance Benefit Amount to the Employee in a lump sum
or in installments, in the Employing Company’s sole discretion.

(g) Inactive Employment Status. During the Separation Period, the
Employee will remain in an inactive employment status until receipt of such
payments is completed, at which time employment will be terminated. During the
Separation Period, to the extent permissible under Section 409A, certain other
employee benefits may be continued, payment for which shall be deducted from
such severance payments in accordance with the Employee’s previously elected
benefit coverage. During the Separation Period, the Company reserves the right,
to the extent permissible under Section 409A, to continue other programs such as
the Incentive Compensation Plan and the Perquisite Program in accordance with
its policies, which may be changed or terminated from time to time. Nothing in
this Section 4.1(g) shall create a contract to provide such benefits.

4.2 Limitations on Severance Payments. In no event shall the period of
time during which an Employee receives severance payments exceed 104 weeks.
Nothing in this Section 4.2 shall affect the total number of weeks payable under
the Plan pursuant to Schedule A hereto, including, but not limited to, the
104-week maximum payment.

4.3 Death. In the event an Employee dies before full receipt of
severance benefits payable under the Plan, the remaining severance benefits will
be paid to the legal representative of such Employee’s estate in a lump sum
after receipt of notice of such death and evidence satisfactory to the Company
of the payment or provision for the payment of any estate, transfer, inheritance
or death taxes which may be payable with respect thereto; provided, however,
payment must be made within 90 days of the date of the Employee’s death, or such
later date permitted by Section 409A.

ARTICLE 5
ADMINISTRATION OF THE PLAN

5.1 Powers of the Employing Company. The Employing Company shall have
such powers, authorities and discretion as are necessary or appropriate in order
to carry out its duties under the Plan, including, but not limited to, the
power:

(a) to obtain such information as it shall deem necessary or appropriate in
order to carry out its duties under the Plan;

(b) to make determinations with respect to the grounds for termination of
employment of any Employee; and

(c) to establish and maintain necessary records.

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5.2 Employing Company Authority. Nothing contained in the Plan shall
be deemed to qualify, limit or alter in any manner the Employing Company’s sole
and complete authority and discretion to establish, regulate, determine or
modify at any time, the terms and conditions of employment, including, but not
limited to, levels of employment, hours of work, the extent of hiring and
employment termination, when and where work shall be done, marketing of its
products, or any other matter related to the conduct of its business or the
manner in which its business is to be maintained or carried on, in the same
manner and to the same extent as if the Plan were not in existence.

5.3 Administration Committee Duties and Powers. The Administration
Committee shall be responsible for the general administration and interpretation
of the Plan and the proper execution of its provisions and shall have full
discretion to carry out its duties. The Administration Committee shall be the
“Administrator” of the Plan and shall be, in its capacity as Administrator, a
“Named Fiduciary,” as such terms are defined or used in ERISA. For the purposes
of carrying out its duties as Administrator, the Administration Committee may,
in its sole discretion, allocate its responsibilities under the Plan among its
members, and may, in its sole discretion, designate persons other than members
of the Administration Committee to carry out such of its responsibilities under
the Plan as it may deem fit. In addition to the powers of the Administration
Committee specified elsewhere in the Plan, the Administration Committee shall
have all discretionary powers necessary to discharge its duties under the Plan,
including, but not limited to, the following discretionary powers and duties:

(a) to interpret or construe the Plan, and resolve ambiguities,
inconsistencies and omissions;

(b) to make and enforce such rules and regulations and prescribe the use of
such forms as it deems necessary or appropriate for the efficient administration
of the Plan; and

(c) to decide all questions on appeal concerning the Plan and the eligibility
of any person to receive benefits under the Plan.

5.4 Determinations. The determination of the Administration Committee
as to any question involving the general administration and interpretation or
construction of the Plan shall be within its sole discretion and shall be final,
conclusive and binding on all persons, except as otherwise provided herein or by
law.

5.5 Claims Review Procedure. Consistent with the requirements of ERISA
and the regulations thereunder as promulgated by the Secretary of Labor from
time to time, the following claims review procedure shall be followed with
respect to the denial of severance benefits to any Employee:

(a) Within 30 days from the date of an Employee’s Separation from Service,
the Employing Company shall furnish such Employee either an agreement offering
severance benefits under the Plan or notice of such Employee’s ineligibility for
or denial of severance benefits, either in whole or in part. Such notice from
the Employing Company will be in writing and sent to the Employee or the legal
representative of his estate stating the reasons for such ineligibility or
denial and, if applicable, a description of additional information that might
cause a

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reconsideration by the Administration Committee or its delegate of the
decision and an explanation of the Plan’s claims review procedure. In the event
such notice is not furnished within 30 days, any claim for severance benefits
shall be deemed denied and the Employee shall be permitted to proceed to Section
5.5(b).

(b) Within 60 days after receiving notice of such denial or ineligibility or
within 90 days after the Employee’s Separation from Service if no notice is
received, the Employee, the legal representative of his estate or a duly
authorized representative may then submit to the Administration Committee a
written request for a review of such decision of denial.

(c) The Administration Committee will review the claim and within 60 days (or
120 days in special circumstances) provide a written response to the appeal
setting forth specific reasons for such decision. In the event the decision on
review is not furnished within such time period, the claim shall be deemed
denied.

ARTICLE 6
ADOPTING COMPANIES AND PLAN MERGERS

6.1 Adopting Companies. Any corporation which succeeds to the business
and assets of the Company or any part of its operations, may by appropriate
resolution adopt the Plan and shall thereupon succeed to such rights and assume
such obligations hereunder as the Company and said corporation shall have agreed
upon in writing. Any corporation which succeeds to the business of any Employing
Company other than the Company, or any part of the operations of such Employing
Company, may by appropriate resolution adopt the Plan and shall thereupon
succeed to such rights and assume such obligations hereunder as such Employing
Company and said corporation shall have agreed upon in writing, provided,
however, that such adoption and the terms thereof agreed upon in such writing
have been approved by the Company.

ARTICLE 7
AMENDMENT AND TERMINATION

7.1 Right to Amend or Terminate. The Company reserves the right, by
action of the Board of Directors or the Committee, to amend or terminate the
Plan in whole or in part at any time and from time to time, and any amendment or
effective date of termination may be given retroactive effect; provided,
however, that the Plan may not be amended or terminated if such amendment or
termination would cause the Plan to fail to comply with, or cause an Employee to
be subject to tax under, Section 409A. The foregoing sentence to the contrary
notwithstanding, for a period of two years and one day after the date of an
occurrence of a Change in Control, neither the Board of Directors nor the
Committee may terminate the Plan or amend the Plan in a manner that is
detrimental to the rights of any eligible Employee under the Plan without his or
her written consent.

7.2 Termination by an Employing Company. Any Employing Company other
than the Company may withdraw from participation in the Plan at any time by
delivering to the Administration Committee written notification to that effect
signed by such Employing Company’s chief executive officer or his delegate.
Withdrawal by any Employing Company pursuant to this Section 7.2, or complete
discontinuance of severance benefits under the Plan by

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any Employing Company other than the Company, shall constitute termination of
the Plan with respect to such Employing Company. The foregoing sentence to the
contrary notwithstanding, neither the Board of Directors nor the Committee may
terminate the Plan or amend the Plan in a manner that (a) would cause the Plan
to fail to comply with, or cause an Employee to be subject to tax under, Section
409A; (b) is detrimental to the rights of any eligible Employee of the Plan
without his written consent (i) with respect to the provisions of the Plan which
become applicable upon a Change in Control, and (ii) with respect to all
provisions of the Plan for a period of two years and one day after the date of a
Change in Control.

7.3 Limitation on Benefits. In the event any Employing Company
withdraws from participation or the Company terminates the Plan as provided in
this Article 7, no Employee shall be entitled to receive benefits hereunder for
employment either before or after such action.

ARTICLE 8
FINANCIAL PROVISIONS

8.1 Funding. All severance benefits payable under the Plan shall be
payable and provided for solely from the general assets of the Employing Company
in accordance with the Plan, at the time such severance benefits are payable,
unless otherwise determined by the Employing Company. The Employing Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the payment of any severance benefits
under the Plan.

ARTICLE 9
LIABILITY AND INDEMNIFICATION

9.1 Standard of Conduct. To the extent permitted by ERISA and other
applicable law, no member (which term, as used in this Article 9, shall include
any employee of any Employing Company designated to carry out any responsibility
of the Administration Committee pursuant to Section 5.3) of the Administration
Committee shall be liable for anything done or omitted to be done by him in
connection with the Plan, unless the member failed to act (a) in good faith and
(b) for a purpose which such member reasonably believed to be in accordance with
the intent of the Plan. The Company or Employing Company, as applicable, hereby
indemnifies each person made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, or against whom any claim or demand is
made, by reason of the fact that he, his testator or intestate, was or is a
member of the Administration Committee, against judgments, fines, amounts paid
in settlement and reasonable expenses (including attorney’s fees) actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, or as a result of such claim or demand, if such member of the
Administration Committee acted in good faith for a purpose which he reasonably
believed to be in accordance with the intent of the Plan and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that his
conduct was unlawful. Any reimbursement shall be paid to a member of the
Administration Committee in accordance with the Policy.

9.2 Presumption of Good Faith. The termination of any such civil or
criminal action or proceeding, or the disposition of any such claim or demand,
by judgment, settlement, conviction, or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a

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presumption that any such member of the Administration Committee did not act
(a) in good faith and (b) for a purpose which he reasonably believed to be in
accordance with the intent of the Plan.

9.3 Successful Defense. A person who has been wholly successful, on
the merits or otherwise, in the defense of a civil or criminal action or
proceeding or claim or demand of the character described in Section 9.1 shall be
entitled to indemnification as authorized in such Section 9.1.

9.4 Unsuccessful Defense. Except as provided in Section 9.3, any
indemnification under Section 9.1, unless ordered by a court of competent
jurisdiction, shall be made by the Company only if authorized in the specific
case:

(a) by the Board of Directors acting by a quorum consisting of directors who
are not parties to such action, proceeding, claim or demand, upon a finding that
the member of the Administration Committee has met the standard of conduct set
forth in Section 9.1; or

(b) if a quorum under Section 9.4(a) is not obtainable with due diligence:

(i) by the Board of Directors upon the opinion in writing of independent
legal counsel (who may be counsel to any Employing Company) that indemnification
is proper under the circumstances because the standard of conduct set forth in
Section 9.1 has been met by such member of the Administration Committee; or

(ii) by the shareholders of the Company upon a finding that the member of the
Administration Committee has met the standard of conduct set forth in such
Section 9.1.

9.5 Advance Payments. Expenses incurred in defending a civil or
criminal action or proceeding or claim or demand may be paid by the Company or
Employing Company, as applicable, in advance of the final disposition of such
action or proceeding, claim or demand, if authorized in the manner specified in
Section 9.4, except that, in view of the obligation of repayment set forth in
Section 9.6, there need be no finding or opinion that the required standard of
conduct has been met.

9.6 Repayment of Advance Payments. All expenses incurred in defending
a civil or criminal action or proceeding, claim or demand, which are advanced by
the Company or Employing Company, as applicable, under Section 9.5 shall be
repaid upon demand by the Company or Employing Company in case the person
receiving such advance is ultimately found, under the procedures set forth in
this Article 9, not to be entitled to indemnification or, where indemnification
is granted, to the extent the expenses so advanced by the Company or Employing
Company, as applicable, exceed the indemnification to which he is entitled.

9.7 Right to Indemnification. Notwithstanding the failure of the
Company or Employing Company, as applicable, to provide indemnification in the
manner set forth in Section 9.4 or 9.5, and despite any contrary resolution of
the Board of Directors or of the shareholders in the specific case, if the
member of the Administration Committee has met the

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standard of conduct set forth in Section 9.1, the person made or threatened
to be made a party to the action or proceeding or against whom the claim or
demand has been made, shall have the legal right to indemnification from the
Company or Employing Company, as applicable, as a matter of contract by virtue
of the Plan, it being the intention that each such person shall have the right
to enforce such right of indemnification against the Company or Employing
Company, as applicable, in any court of competent jurisdiction.

ARTICLE 10
MISCELLANEOUS

10.1 No Right to Continued Employment. Nothing in the Plan shall be
construed as giving any Employee the right to be retained in the employ of any
Employing Company or any right to any payment whatsoever, except to the extent
of the severance benefits provided for by the Plan. Each Employing Company
expressly reserves the right to dismiss any Employee at any time and for any
reason without liability for the effect which such dismissal might have upon him
as an eligible Employee under the Plan.

10.2 Construction. The masculine pronoun shall be construed to mean
the feminine and the singular shall be construed to mean the plural, wherever
appropriate herein. Headings in this document are for identification purposes
only and do not constitute a part of the Plan.

10.3 Governing Law. The Plan shall be governed by and construed in
accordance with the substantive laws but not the choice of law rules of the
state of New York, except to the extent that such laws have been superseded by
federal law.

10.4 Expenses of the Plan. The expenses for establishment and
administration of the Plan shall be paid by the Employing Companies. Any
expenses paid by the Company pursuant to this Section 10.4 and indemnification
under Article 9 shall be subject to reimbursement by the other Employing
Companies of their proportionate shares of such expenses and indemnification, as
determined by the Administration Committee in its sole discretion.

10.5 Section 409A. It is intended that the benefits under the Plan are
either exempt from, or compliant with, the requirements of Section 409A, so as
to prevent the inclusion in gross income of any benefits accrued hereunder in a
taxable year prior to the taxable year or years in which such amount would
otherwise be actually distributed or made available to the Employees. The Plan
shall be administered and interpreted to the extent possible in a manner
consistent with that intent and the Policy. To the extent that a distribution to
an Employee is not exempt from Section 409A, and is required to be delayed by
six months pursuant to Section 409A, such distribution shall be made no earlier
than the first day of the seventh month following the Employee’s Separation from
Service, and the payments that otherwise would have been paid to the Employee
during the six-month period immediately following the Employee’s Separation from
Service shall be paid to the Employee in a lump sum on the first day of the
seventh month following the Employee’s Separation from Service, or as soon as
administratively practicable thereafter, but in no event later than 90 days
thereafter.

* * * * *

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AMERICAN EXPRESS
SENIOR EXECUTIVE SEVERANCE PLAN
(As amended and restated effective January 1, 2009)

SCHEDULE A
SCHEDULE FOR SEVERANCE PAY BENEFITS

Completed Years of Service		Number of Weekly Severance Benefit Payments
		Employees Who Are Not
		Executive Officers		Executive Officers
12 or fewer		52		104
13		56		104
14		60		104
15		65		104
16		69		104
17		73		104
18 or more		78 Maximum		104 Maximum

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