Performance Award Grant Form – American Express Co.

AMERICAN EXPRESS COMPANY

2007 INCENTIVE COMPENSATION PLAN

PERFORMANCE GRANT

(ALSO KNOWN AS THE INCENTIVE AWARD)

TO

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Name of Employee

Award Date		Award Period

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 to you an award of a Performance Grant
under Section 8 of the Plan that is also a Qualifying Award under Section 9 of
the Plan, as hereinafter set forth (the “Award” or the “20__ Incentive Award”)
as of the award date specified above (the “Award Date”). This Award is commonly
referred to as an annual bonus or annual incentive award (“AIA”). This Award is
subject to the Detrimental Conduct Provisions established by the Committee, and
as from time to time amended.

1. General. You have been granted the Award subject to the provisions
of the Plan and the terms, conditions and restrictions set forth in this
agreement (this “Agreement”). The Award Period is specified above, and the last
day of the Award Period is the “Expiration Date.”

2. Requirement of Employment. Your rights to the Cash Value and the
Number of Restricted Shares or Restricted Stock Units, if any (as those terms
are defined below) under Subparagraph 4(b) hereof, shall be provisional and
shall be canceled if your continuous employment with the Company and its
Affiliates or your Related Employment (as that term is defined in the Plan)
(hereinafter collectively referred to as “employment with the American Express
companies”), terminates for any reason on or before the payment date as set
forth in Subparagraph 4(b). Whether and as of what date your employment with the
American Express companies shall terminate if you are granted a leave of absence
or commence any other break in employment intended by the Company to be
temporary, shall be determined by the Committee.

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

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

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(b) Schedule A Value.

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

(ii) The Committee shall determine in its own discretion what portion of the
Schedule A Value, if any (as adjusted in accordance with Subparagraph 3(c)
below), shall be payable in cash (the “Cash Value”), and what portion shall be
denominated in restricted shares or restricted stock units of the Company (the
“RSA” or the “RSU”), in accordance with Paragraph 4 below. The RSA or the RSU
shall have the terms substantially as set forth in the form of restricted stock
or restricted stock unit award granted generally under the Plan, or its
successor, except that the RSA or the RSU shall vest pursuant to a period
determined in the Committee’s discretion, except that such vesting period shall
not be less than one year from date of grant, and (B) be forfeitable only if
your employment with the American Express companies terminates by reason of
voluntary resignation or terminates for cause (that is, violation of the Code of
Conduct as in effect from time to time) prior to the applicable vesting dates.
The number of restricted shares or restricted stock units of the Company
comprising the RSA or the RSU (the “Number of Restricted Shares” or the “Number
of Restricted Stock Units”) shall be determined by dividing such portion of the
Schedule A Value so designated by the Committee, if any, by the closing price of
the shares on the date that the Committee approves payout of the Awards, and
shall be payable in the form of an RSA or an RSU in accordance with Paragraph 4
below.

(iii) For purposes of this Award, all accounting terms are defined in
accordance with generally accepted accounting principles as set forth in the
Company’s annual audited financial statements, except as otherwise provided
below (which will take into account, in each case, the expenses and other
financial effect for the applicable year(s) of performance grants under the
Plan):

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

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reported cumulative effect of accounting changes;

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reported income and losses from discontinued operations; and

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

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

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

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

(iv) 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 Earnings Per Share, on the grounds that any such
change would produce an unreasonable value, such equitable adjustment will be
made by the Committee. Any such determination by the Committee to reflect such
change under this Subparagraph 3(b)(iv) shall be final, binding and conclusive.

(c) As soon as practicable after the last day of the Award Period, the
Committee will determine, in its sole discretion, that the Schedule A Value, if
any (as determined above in Subparagraph 3(b)), may be adjusted downward, but in
no event upward, by a percentage from 0-100%. In no event may the Committee
amend any provision hereof so as to increase or otherwise adjust upward the
Schedule A Value. In exercising its discretion to make a downward adjustment,
the Committee will take into account factors such as: (i) the increase in
shareholder value (as indicated, for example, by shareholder return, earnings
growth and return on equity); (ii) customer satisfaction (as indicated, for
example, by customer satisfaction measures, client retention and growth in
products and services); (iii) employee satisfaction (as indicated, for example,
by the employee values survey results); (iv) implementation of initiatives (as
indicated, for example, by process changes that achieve significant results);
(v) achievement of reengineering initiatives (as indicated, for example, by cost
savings); and (vi) such other factors deemed relevant by the Committee; provided
that any such determination by the Committee need not be made in a uniform
manner and may be made selectively among holders of awards of performance
grants, whether or not such award holders are similarly situated.

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

4. Payment of Award.

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

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(b) If the Committee determines that there is no Schedule A Value, this Award
will be canceled. If the Committee determines that there is some Schedule A
Value, however, the Cash Value as determined pursuant to Paragraph 3 hereof
shall become payable to you in cash, and the Number of Restricted Shares or the
Number of Restricted Stock Units shall be issued to you in the form of a
restricted stock or restricted stock unit award under the Plan, within fifteen
business days following the regularly scheduled payroll payment date of the
applicable pay period beginning after ________ __ of the year following the
Award Period, but in no event later than 90 days after ________ __ of the year
following the Award Period (or at such other time or times as the Committee
shall determine as provided in Paragraph 6 below).

5. Termination of Employment after the Award Period but on or before the
Payment Date. If, after the last day of the Award Period and on or before
the date specified above in Subparagraph 4(b), but during a period when you have
been in continuous employment with the American Express companies since the
Award Date, you terminate your employment with the American Express companies
for any reason, then you and all others claiming under or through you shall not
be entitled to receive any amounts or awards under this Award, except as
otherwise determined by the Committee in its sole discretion.

6. Deferral or Acceleration of Payment of Award. Any payments to be
made under this Award may be deferred or accelerated in such manner as the
Committee shall determine; provided, however, that any such deferral or
acceleration must comply with the applicable requirements of Section 409A of the
Code. As to such a deferral of payment, any such payment in excess of the amount
that was originally payable to you under this Agreement will be based on a
reasonable interest rate or on one or more predetermined actual investments
(whether or not assets associated with the amount are actually invested therein)
as determined by the Committee, and as to such an acceleration of payment to you
under this Agreement, any such payment will be discounted to reasonably reflect
the time value of money as determined by the Committee.

7. Change in Control.

(a) Notwithstanding anything in this Award to the contrary, if you have not
received payment under this Award as discussed in Subparagraph 4(b) above, and
within two years following a Change in Control, as that term is defined in the
Company’s Senior Executive Severance Plan, you experience a 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 you participate in as of the date of
such separation from service, then you shall be paid under this Award, subject
to Paragraph 15, within five days after the date of such separation from
service, a cash payment under this Award equal to the value of (i) (A) the
average award paid or payable to you under the 20__ and 20__ Annual Incentive
Award or such other annual incentive award program of the Company or one of its
subsidiaries that you participated in at the time of such prior payment for the
two years prior to the Change in Control, or (B) if you have not received two
such awards, the most recent award paid or payable (or guideline amount payable,
if you have not previously received any such award) to you under the applicable
annual incentive award program of the Company or one of its subsidiaries at the
time of such prior payment), multiplied by (ii) the number of full or partial
months that have elapsed during the Award Period at the time of such separation
from service divided by 12.

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

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

9. Rights Not Assignable. Your rights and interests under the Award
and the Plan may not be sold, assigned, transferred, or otherwise disposed of,
or made subject to any encumbrance, pledge, hypothecation or charge of any
nature, except that you may designate a beneficiary pursuant to Paragraph 10
hereof. If you (or those claiming under or through you) attempt to violate this
Paragraph 9, such attempted violation shall be null and void and without effect,
and the Company’s obligation to make any further payments to you (or those
claiming under or through you) hereunder shall terminate.

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

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

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

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(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, 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).

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13. Miscellaneous. Neither you nor any person claiming under or
through you shall have any right or interest, whether vested or otherwise, in
the Plan or the Award, unless and until all of the terms, conditions and
provisions of the Plan and this Agreement shall have been complied with. In
addition, neither the adoption of the Plan nor the execution of this Agreement
shall in any way affect the rights and powers of any person to dismiss or
discharge you at any time from employment with the American Express companies.
Notwithstanding anything herein to the contrary, neither the Company nor any of
its Affiliates (as that term is defined in the Plan) nor their respective
officers, directors, employees or agents shall have any liability to you (or
those claiming under or through you) under the Plan, this Agreement or otherwise
on account of any action taken, or decision not to take any action made, by any
of the foregoing persons with respect to the business or operations of the
Company or any of its Affiliates (as that term is defined in the Plan), despite
the fact that any such action or decision may adversely affect in any way
whatsoever Average Annual Shareholders’ Equity, Earnings Per Share, Net Income
or other financial measures or amounts which are accrued or payable or any of
your other rights or interests under this Agreement.

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

15. Compliance with Section 409A. The payment of the Award under this
Agreement is 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 interpreted, operated and administered consistent with this
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.

16. 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.

17. 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.

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	AMERICAN EXPRESS COMPANY
	By the Compensation and Benefits
	Committee of the Board of Directors:
	P. CHERNIN		E. MILLER
	J. LESCHLY		R. WALTER
	R. MCGINN
	By
	/s/ Carol V. Schwartz
	Carol V. Schwartz, Secretary

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.

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AMERICAN EXPRESS COMPANY

2007 INCENTIVE COMPENSATION PLAN

PERFORMANCE GRANT

(ALSO KNOWN AS THE INCENTIVE AWARD)

SCHEDULE A

		Payout Level for Each Metric
Annual Measure	Weighting	0% of Max.	___% of Max.	Maximum
EPS
ROE

For purposes of determining the Schedule A Value, if the 20__ Return on
Equity or the 20__ Earnings Per Share are equal to or greater than those levels
needed to have some Schedule A Value and less than or equal to the maximum
specified levels, and are not represented on the table, the Schedule A Value
shall be determined by straight-line interpolation from the amounts specified in
such table immediately less than and greater than the amounts actually attained.

Note: the Award is designed to provide the Committee maximum
flexibility in determining an appropriate bonus, while maintaining the ability
to deduct the amount of the Award. This table produces 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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