{"id":40007,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-compensation-plan-master-agreement-american-express.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-compensation-plan-master-agreement-american-express","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-compensation-plan-master-agreement-american-express.html","title":{"rendered":"Incentive Compensation Plan Master Agreement – American Express Co."},"content":{"rendered":"

AMERICAN EXPRESS COMPANY<\/strong><\/p>\n

\n

2007 INCENTIVE COMPENSATION PLAN<\/strong><\/p>\n

\n

MASTER AGREEMENT<\/strong><\/p>\n

\n

(As Amended and Restated Effective January 23,
\n2012)<\/strong><\/p>\n

\n

_____________________________________________<\/p>\n

\n<\/p>\n

Nonqualified Stock Options, Restricted Stock Awards, Restricted Stock Unit
\nAwards and Performance Grant Awards (“Awards”) are issued pursuant to the 2007
\nIncentive Compensation Plan (the “Plan”) of American Express Company (the
\n“Company”) at the discretion and subject to the administration of the
\nCompensation and Benefits Committee, or its successor (the “Committee”) of the
\nBoard of Directors of the Company (the “Board”). Awards issued on or after
\nJanuary 23, 2012 shall contain the general terms set forth in the applicable
\nprovisions of this Master Agreement. The specific terms of individual Awards
\nwill be contained in the Award Schedule(s) delivered to participants in the Plan
\n(the “Participants”). All Awards shall be subject to the Plan and any
\nadministrative guidelines or interpretations by the Committee under the Plan,
\nthe Plan and any such guidelines or interpretations being incorporated into this
\nMaster Agreement by reference and made a part hereof. As used herein, the term
\n“shares” refers to the common shares of the Company having a par value of $.20
\nper share, or the shares of any other stock of any other class into which such
\nshares may thereafter be changed.<\/p>\n<\/p>\n<\/p>\n

Section I<\/strong><\/p>\n<\/p>\n<\/p>\n

MASTER AGREEMENT PROVISIONS RELATING TO<\/strong><\/p>\n

\n

A GRANT OF NONQUALIFIED STOCK OPTION<\/strong><\/p>\n

\n<\/p>\n

1. Sections I, IV, V and VI of this Master Agreement, together with an Award
\nSchedule referring to Section I of this Master Agreement, shall contain the
\nterms of a specific Nonqualified Stock Option (“Option”) issued to a
\nParticipant. Each Award Schedule shall specify the number of shares subject to
\nthe Option, the Option Date of Grant, the Option Exercise Date(s), the Option
\nExercise Price and any additional terms applicable to the Option. Such
\nadditional terms may address any matter deemed appropriate by the Committee or
\nits delegate and may include terms not contained in this Master Agreement and\/or
\nmay delete terms contained in this Master Agreement. A stock appreciation right
\nis included herein only if specifically approved by the Committee and reflected
\nin an Award Schedule.<\/p>\n<\/p>\n<\/p>\n

2. Unless otherwise determined by the Committee and subject to the provisions
\nof this Master Agreement and the applicable provisions of the Plan, a
\nParticipant may exercise this Option as follows:<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

\n<\/p>\n

(a) No part of this Option may be exercised before the first Option Exercise
\nDate listed in the Award Schedule or after the expiration of ten years from the
\nDate of Grant set forth in the Award Schedule;<\/p>\n<\/p>\n<\/p>\n

(b) At any time or times on or after the first Option Exercise Date listed in
\nthe Award Schedule, a Participant may exercise this Option as to any number of
\nshares which, when added to the number of shares as to which a Participant has
\ntheretofore exercised this Option, if any, will not exceed 25% of the total
\nnumber of shares covered hereby;<\/p>\n<\/p>\n<\/p>\n

(c) At any time or times on or after the second Option Exercise Date listed
\nin the Award Schedule, a Participant may exercise this Option as to any number
\nof shares which, when added to the number of shares as to which a Participant
\nhas theretofore exercised this Option, if any, will not exceed 50% of the total
\nnumber of shares covered hereby;<\/p>\n<\/p>\n<\/p>\n

(d) At any time or times on or after the third Option Exercise Date listed in
\nthe Award Schedule, a Participant may exercise this Option as to any number of
\nshares which, when added to the number of shares as to which a Participant has
\ntheretofore exercised this Option, if any, will not exceed 75% of the total
\nnumber of shares covered hereby; and<\/p>\n<\/p>\n<\/p>\n

(e) At any time or times on or after the fourth Option Exercise Date listed
\nin the Award Schedule and thereafter through the expiration date of this Option,
\na Participant may exercise this Option as to any number of shares which, when
\nadded to the number of shares as to which the Participant has theretofore
\nexercised this Option, if any, will not exceed the total number of shares
\ncovered hereby.<\/p>\n<\/p>\n<\/p>\n

This Option may not be exercised for a fraction of a share.<\/p>\n<\/p>\n<\/p>\n

3. A Participant may not exercise this Option and, if applicable, any stock
\nappreciation right included herein, unless all of the following conditions are
\nmet:<\/p>\n<\/p>\n<\/p>\n

(a) Legal counsel for the Company must be satisfied at the time of exercise
\nthat the issuance of shares upon exercise will be in compliance with the
\nSecurities Act of 1933, as amended, and applicable United States federal, state,
\nlocal and foreign laws;<\/p>\n<\/p>\n<\/p>\n

(b) The Participant must pay at the time of exercise the full purchase price
\nfor the shares being acquired hereunder, by (i) paying in cash in United States
\ndollars (which may be in the form of a check), (ii) tendering shares owned by
\nthe Participant which have a fair market value equal to the full purchase price
\nfor the shares being acquired, such fair market value to be determined in such
\nreasonable manner as may be provided from time to time by the Committee or as
\nmay be required in order to comply with the requirements of any applicable laws
\nor regulations, (iii) if permitted by the Committee, by authorizing a third
\nparty to sell, on behalf of the Participant, the appropriate number of shares
\notherwise issuable to the Participant upon the exercise of this Option and to
\nremit to the Company a sufficient portion of the sale proceeds to pay the entire
\nexercise price and any tax withholding resulting from such exercise, or (iv)
\ntendering a combination of the forms of payment provided for in this Paragraph
\n3(b); and<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

(c) The Participant must, at all times during the period beginning with the
\nDate of Grant of this Option and ending on the date of such exercise, have been
\nemployed by the Company or an Affiliate (as defined in the Plan) or have been
\nengaged in a period of Related Employment (as defined in the Plan). However, if
\nthe Participant ceases to be so employed or terminates a period of Related
\nEmployment by reason of the Participant’s disability or Retirement (as such
\nterms are defined in the Plan and interpreted and administered by the Committee)
\nwhile holding this Option which has not expired and has not been fully
\nexercised, the Participant may, at any time within five years of the date of the
\nonset of such disability (but in no event after the expiration of this Option
\nunder Paragraph 2(a) above with respect to ten years from the Date of Grant) or
\nin the case of Retirement until the expiration of the Option under Paragraph
\n2(a) above, exercise this Option with respect to the number of shares, after
\ngiving full effect to the gradual vesting provisions of Paragraph 2 above, as to
\nwhich the Participant could have exercised this Option on the date of the onset
\nof such disability or Retirement, or with respect to such greater number of
\nshares as determined by the Committee in its sole discretion, and any remaining
\nportion of this Option shall be canceled by the Company. In the event the
\nParticipant’s employment by the Company and its Affiliates or Related Employment
\nterminates for reasons other than disability or Retirement as described in this
\nParagraph 3(c) or death as described in Paragraph 4 below, this Option shall be
\ncanceled by the Company; provided, however, if within two years following a
\nChange in Control (as defined in Section IV of this Master Agreement), a
\nParticipant is terminated under circumstances that would entitle the Participant
\nto severance under an applicable U.S. severance plan (other than Constructive
\nTermination, as defined in the applicable plan), the Participant may, at any
\ntime within 90 days following such termination (but in no event after the
\nexpiration of this Option under Paragraph 2(a) above with respect to ten years
\nfrom the Date of Grant), exercise this Option with respect to the number of
\nshares as to which the Participant could have exercised this Option on the date
\nof such termination. For any other Participant not covered by a U.S. severance
\nplan, the 90-day extension period shall apply if the Participant is terminated
\nwithin two years following a Change in Control and the Participant would have
\nbeen entitled to severance under the applicable U.S. severance plan had the
\nParticipant been a U.S. employee.<\/p>\n<\/p>\n<\/p>\n

4. Except as otherwise determined by the Committee, a Participant may not
\nassign, transfer, pledge, hypothecate or otherwise dispose of this Option (and
\nany stock appreciation right included herein), except by will or the laws of
\ndescent and distribution, and this Option is exercisable during the
\nParticipant’s lifetime only by the Participant. If the Participant or anyone
\nclaiming under or through the Participant attempts to violate this Paragraph 4,
\nsuch attempted violation shall be null and void and without effect, and the
\nCompany’s obligation to make any further payments (stock or cash) hereunder
\nshall terminate. If at the time of the Participant’s death this Option has not
\nbeen fully exercised, the Participant’s estate or any person who acquires the
\nright to exercise this Option by bequest or inheritance or by reason of the
\nParticipant’s death may, at any time within five years after the date of the
\nParticipant’s death (but in no event after the expiration of this Option under
\nParagraph 2 (a) above with respect to ten years from the Date of Grant or the
\ntime period described in Paragraph 3(c) above with respect to disability),
\nexercise this Option with respect to the number of shares, after giving full
\neffect to the gradual vesting provisions of Paragraph 2 above, as to which the
\nParticipant could have exercised this Option at the time of the Participant’s
\ndeath, or with respect to such greater number of shares as determined by the
\nCommittee in its sole discretion. The applicable requirements of Paragraph 3
\nabove must be satisfied at the time of such exercise.<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

5. In the event that the Company or any of its Affiliates is a participant in
\na corporate merger, consolidation or other similar transaction, neither the
\nCompany nor such Affiliate shall be obligated to cause any other participant in
\nsuch transaction to assume this Option or to substitute a new option for this
\nOption.<\/p>\n<\/p>\n<\/p>\n

6. (a) If approved by the Committee and subject to the conditions specified
\nin Paragraph 6(b) below, within such time or times as this Option shall be
\nexercisable in whole or in part and to the extent that it shall then be
\nexercisable in accordance with Paragraph 2 above, the Participant (or any person
\nacting under Paragraph 4 above) may surrender unexercised this Option or any
\nportion thereof which is then exercisable to the Company and receive from the
\nCompany in exchange therefor that number of shares having an aggregate value
\nequal to 100% of the excess of the value of one share over the Option Exercise
\nPrice per share heretofore specified times the lesser of (i) the number of
\nshares as to which this Option then is exercisable or (ii) the number of shares
\nas to which this Option is surrendered to the Company. This right to surrender
\nunexercised this Option or any portion thereof which is then exercisable is
\nreferred to herein as a “stock appreciation right.” No fractional shares shall
\nbe delivered, but in lieu thereof a cash adjustment shall be made.<\/p>\n<\/p>\n<\/p>\n

(b) If granted by the Committee, the stock appreciation right may be
\nexercised only if, and to the extent that,<\/p>\n<\/p>\n<\/p>\n

(i) this Option is at the time exercisable, and<\/p>\n<\/p>\n<\/p>\n

(ii) on the date of exercise (1) this Option will, in accordance with
\nParagraph 2(a) above, expire within 30 days, or (2) the Participant has ceased
\nto be an employee of the Company or an Affiliate thereof or terminated a period
\nof Related Employment by reason of the Participant’s disability or Retirement
\n(as defined in the Plan), or (3) the Participant has died.<\/p>\n<\/p>\n<\/p>\n

Notwithstanding Paragraph 6(b)(ii) above, but subject to the conditions of
\nParagraph 6(b)(i) above, (1) the ability to exercise a stock appreciation right
\nmay be further limited to the extent determined by the Committee as necessary or
\ndesirable to comply with applicable provisions of United States federal, state,
\nlocal or foreign law or regulation, and (2) if the Participant is on the date of
\nexercise an executive officer of the Company as that term is defined in the
\nSecurities Exchange Act of 1934, as amended, and the rules thereunder (an
\n“Insider”), the stock appreciation right may be exercised only with respect to a
\nmaximum of 50% of the shares subject to this Option granted hereunder, unless
\notherwise determined by the Committee.<\/p>\n<\/p>\n<\/p>\n

(c) The Committee may elect from time to time in its sole discretion to
\nsettle the obligation arising out of the exercise of the stock appreciation
\nright, by the payment of cash equal to the aggregate value of the shares it
\notherwise would be obligated to deliver or partly by the payment of cash and
\npartly by the delivery of shares.<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

(d) For all purposes under this Paragraph 6, the value of a share shall be
\nthe fair market value thereof, as determined by the Committee, on the last
\nbusiness day preceding the date of the election to exercise the stock
\nappreciation right, provided that if notice of such election is received by the
\nCommittee more than three business days after the date of such election (as such
\ndate of election is stated in the notice of election), the Committee may, but
\nneed not, determine the value of a share as of the day preceding the date on
\nwhich the notice of election is received.<\/p>\n<\/p>\n<\/p>\n

7. It shall be a condition to the obligation of the Company to furnish shares
\nupon exercise of this Option or settlement of a stock appreciation right by
\ndelivery of shares and\/or cash (a) that the Participant (or any person acting
\nunder Paragraph 4 above) pay to the Company or its designee, upon its demand, in
\naccordance with Paragraph 17(f) of the Plan, such amount as may be demanded for
\nthe purpose of satisfying its obligation or the obligation of any of its
\nAffiliates or other person to withhold United States federal, state, local or
\nforeign income, employment or other taxes incurred by reason of the exercise of
\nthis Option or the settlement of the stock appreciation right or the transfer of
\nshares thereupon, (b) whether the settlement of the stock appreciation right is
\nto be made by delivery of shares or by the payment of cash, that the Participant
\n(or any person acting under Paragraph 4 above) execute such forms as the
\nCommittee shall prescribe for the purpose of evidencing the surrender of this
\nOption in whole or in part, as the case may be, and (c) that the Participant (or
\nany person acting under Paragraph 4 above) provide the Company with any forms,
\ndocuments or other information reasonably required by the Company in connection
\nwith the grant. The Company shall have the right to deduct or cause to be
\ndeducted from any payment made in settlement of a stock appreciation right any
\nUnited States federal, state, local or foreign income, employment or other taxes
\nthat it determines are required by law to be withheld with respect to such
\npayment. If the amount requested for the purpose of satisfying the withholding
\nobligation is not paid, the Company may refuse to furnish shares upon exercise
\nof this Option or shares and\/or cash upon settlement of the stock appreciation
\nright.<\/p>\n<\/p>\n<\/p>\n

Section II<\/strong><\/p>\n<\/p>\n<\/p>\n

MASTER AGREEMENT PROVISIONS RELATING TO<\/strong><\/p>\n

\n

AWARDS OF RESTRICTED STOCK<\/strong><\/p>\n

\n<\/p>\n

1. Sections II, IV, V and VI of this Master Agreement, together with an Award
\nSchedule referring to Section II of this Master Agreement, shall contain the
\nterms of a specific Restricted Stock Award (“RSA”) issued to a Participant. Each
\nAward Schedule shall specify the number of shares awarded, the Award Date, the
\nExpiration Date and any additional terms applicable to the Award. Such
\nadditional terms may address any matter deemed appropriate by the Committee or
\nits delegate and may include terms not contained in this Master Agreement and\/or
\nmay delete terms contained in this Master Agreement.<\/p>\n<\/p>\n<\/p>\n

2. An RSA consists of the number of shares specified in an Award Schedule and
\nis subject to the provisions of the Plan. In addition, the following terms,
\nconditions and restrictions apply to RSAs issued under the Plan:<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

(a) Except as otherwise determined by the Committee, such shares cannot be
\nsold, assigned, transferred, pledged, hypothecated or otherwise disposed of
\n(except that Participants may designate a beneficiary as provided herein) on or
\nbefore the Expiration Date and prior to the subsequent issuance to a Participant
\n(or, in the event of a Participant’s death, the Participant’s designated
\nbeneficiary) of a certificate or an uncertificated book entry position for such
\nshares free of any legend or other transfer restriction relating to the terms,
\nconditions and restrictions provided for in the Award Schedule or this Master
\nAgreement. If a Participant or anyone claiming under or through such Participant
\nattempts to violate this Paragraph 2(a), such attempted violation shall be null
\nand void and without effect, and the Company’s obligation to make any further
\npayments or deliveries (in stock or cash) hereunder shall terminate.<\/p>\n<\/p>\n<\/p>\n

(b) An RSA shall be evidenced by a share certificate or an uncertificated
\nbook entry position maintained by the Company’s transfer agent and registrar.\n<\/p>\n<\/p>\n<\/p>\n

(c) If (i) a Participant’s continuous employment with the Company and its
\nAffiliates (as defined in the Plan) shall terminate for any reason on or before
\nthe Expiration Date, except for a period of Related Employment (as defined in
\nthe Plan), and except as provided in Paragraph 2(d) below or (ii) within the
\nperiod following the Expiration Date as determined by the Committee, a
\nParticipant (or such Participant’s designated beneficiary) has not paid to the
\nCompany or such Affiliate or other person an amount equal to any United States
\nfederal, state, local or foreign income, employment or other taxes which the
\nCompany determines is required to be withheld in respect of such shares, or
\nfails to provide such information as is described in Paragraph 4 below, then,
\nunless the Committee determines otherwise, the Participant’s RSA or portion
\nthereof shall be automatically terminated, cancelled, and rendered null and void
\nas of the Expiration Date without any action on the part of the Company, and the
\nCompany shall be deemed to have exercised its repurchase option without the
\nrequirement of any payment, and shall be entitled to the return from such
\nParticipant (or the Participant’s designated beneficiary or the Secretary of the
\nCompany) of any share certificate(s) issued in respect of the Award or the
\ncancellation of any book entry memo position maintained by the Company’s
\ntransfer agent and registrar with respect to a Participant’s RSA.<\/p>\n<\/p>\n<\/p>\n

(d) On or before the Expiration Date, the Committee shall have the authority,
\nin its sole discretion, to determine whether and to what extent, the termination
\nprovisions of Paragraph 2(c) shall cease to be effective with respect to a
\nParticipant’s Award in the following situations:<\/p>\n<\/p>\n<\/p>\n

(i) a Participant shall die or have a termination of employment or Related
\nEmployment by reason of disability or Retirement (as such terms are defined in
\nthe Plan and interpreted and administered by the Committee); or<\/p>\n<\/p>\n<\/p>\n

(ii) in such circumstances as the Committee, in its sole discretion, shall
\ndeem appropriate if, since the Award Date, a Participant has been in the
\ncontinuous employment of the Company or an Affiliate or has undertaken Related
\nEmployment.<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

(e) The share certificate, if any, issued in respect of a RSA shall be held
\nin escrow by the Secretary of the Company during the period up to and including
\nthe date determined by the Committee pursuant to Paragraph 2(c) above, unless
\notherwise determined by the Committee.<\/p>\n<\/p>\n<\/p>\n

3. In the event of any change in the outstanding shares of the Company by
\nreason of any stock split, stock dividend, split-up, split-off, spin-off,
\nrecapitalization, merger, consolidation, rights offering, reorganization,
\ncombination, subdivision or exchange of shares, sale by the Company of all or
\npart of its assets, distribution to shareholders other than a normal cash
\ndividend, or other extraordinary or unusual event, or in the event a Participant
\n(or the Participant’s designated beneficiary) receives any shares, securities or
\nother property in respect of the shares which have been awarded to a Participant
\n(including, but not limited to, by way of a dividend or other distribution on
\nsuch shares), any such shares, securities or other property received by a
\nParticipant (or a Participant’s designated beneficiary) in respect of the shares
\nawarded to such Participant shall, other than upon a Change In Control as
\ndefined in Section IV of this Master Agreement, be subject to the Company’s
\nright to receive or cancel such shares, securities or other property from such
\nParticipant (or such Participant’s designated beneficiary) as provided in
\nParagraph 2(c) above and the other terms, conditions and restrictions specified
\nherein to the extent that, and in such manner as, the Committee shall determine.
\n -Any such determination by the Committee under this Paragraph 3 shall be final,
\nbinding and conclusive.<\/p>\n<\/p>\n<\/p>\n

4. If the Company, in its sole discretion, shall determine that the Company
\nor an Affiliate or other person has incurred or will incur any obligation to
\nwithhold any United States federal, state, local or foreign income, employment
\nor other taxes by reason of making of the Award to a Participant, the transfer
\nof shares to a Participant (or the Participant’s designated beneficiary)
\npursuant thereto or the lapse or release of the termination provisions contained
\nin Paragraph 2(c) above with respect to a Participant’s Award or any other
\nrestrictions upon such shares, such Participant (or such Participant’s
\ndesignated beneficiary) will, promptly upon demand therefor by the Company, pay
\nto the Company or such Affiliate or other person any amount demanded by it for
\nthe purpose of satisfying such liability. If the amount so demanded is not
\npromptly paid or if such Participant (or such Participant’s designated
\nbeneficiary) shall fail to promptly provide the Company with any and all forms,
\ndocuments or other information reasonably required by the Company in connection
\nwith the Award, the Company or its designee may refuse to permit the transfer of
\nsuch shares and may, without further consent by or notice to such Participant
\n(or such Participant’s designated beneficiary), cancel the Award and the shares
\notherwise issuable under the Award.<\/p>\n<\/p>\n<\/p>\n

Section III<\/strong><\/p>\n<\/p>\n<\/p>\n

MASTER AGREEMENT PROVISIONS RELATING TO<\/strong><\/p>\n

\n

AWARDS OF A RESTRICTED STOCK UNIT<\/strong><\/p>\n

\n<\/p>\n

1. Sections III, IV, V and VI of this Master Agreement, together with an
\nAward Schedule referring to Section III of this Master Agreement, shall contain
\nthe terms of a specific Restricted Stock Unit (“RSU”) issued to a Participant.
\nRSUs may be settled in cash or shares, as specified on the date of grant; unless
\nthis RSU expressly provides that it will be settled in cash, such RSU shall be
\nsettled in shares. Each Award Schedule shall specify the number of shares to
\nwhich the Award relates, the RSU Date, the Expiration Date, if the RSU is to be
\nsettled in cash, that such RSU is a “cash-settled RSU,” and any additional terms
\napplicable to the Award. Such additional terms may address any matter deemed
\nappropriate by the Committee or its delegate and may include terms not contained
\nin this Master Agreement and\/or may delete terms contained in this Master
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

2. Subject to the provisions of the Plan and the following terms, conditions
\nand restrictions herein set forth, for RSUs other than cash-settled RSUs, the
\nCompany will issue to a Participant a certificate for the number of shares
\nspecified in an Award Schedule as promptly as practicable following the January
\n1st of the calendar year immediately following the calendar year that includes
\nthe last day of the period of four years from the RSU Date (the period from the
\nRSU Date through the vesting date, the “Restricted Period”), but in no event
\nlater than 90 days thereafter, and for cash-settled RSUs, the Company will pay
\nto a Participant the value (which shall be determined using the closing price of
\nthe Company’s shares on the vesting date) of the number of shares specified in
\nan Award Schedule as promptly as practicable following the last day of the
\nRestricted Period in the calendar year immediately following the year in which
\nthe Restricted Period ends. In addition, the following terms, conditions and
\nrestrictions apply to all RSUs issued under the Plan:<\/p>\n<\/p>\n<\/p>\n

(a) Except as otherwise determined by the Committee, rights under this RSU
\nmay not be sold, assigned, transferred, pledged, hypothecated or otherwise
\ndisposed of, except by will or the laws of descent and distribution. If a
\nParticipant or anyone claiming under or through a Participant attempts to
\nviolate this Paragraph 2(a), such attempted violation shall be null and void and
\nwithout effect, and the Company’s obligations hereunder shall terminate.<\/p>\n<\/p>\n<\/p>\n

(b) If (i) a Participant’s continuous employment with the Company and its
\nAffiliates (as defined in the Plan) shall terminate for any reason on or before
\nthe last day of the Restricted Period, except for a period of Related Employment
\n(as defined in the Plan), and except as provided in Paragraph 2(c) below, or
\n(ii) within the period following the last day of the Restricted Period as
\ndetermined by the Committee, a Participant (or such Participant’s designated
\nbeneficiary) has not paid to the Company or such Affiliate or other person an
\namount equal to any United States federal, state, local or foreign income,
\nemployment or other taxes which the Company determines is required to be
\nwithheld in respect of such shares, or fails to provide such information as is
\ndescribed in Paragraph 4 below, then, unless the Committee determines otherwise,
\nthis RSU or portion thereof shall be automatically terminated, cancelled, and
\nrendered null and void as of the last day of the Restricted Period without any
\naction on the part of the Company.<\/p>\n<\/p>\n<\/p>\n

(c) If a Participant shall, on or before the last day of the Restricted
\nPeriod, die or have a termination of employment or Related Employment by reason
\nof disability or Retirement (as such terms are defined in the Plan and
\ninterpreted and administered by the Committee), or by reason of such other
\ncircumstances as the Committee, in its sole discretion, shall deem appropriate,
\nafter a Participant has been, since the RSU Date, in the continuous employment
\nof the Company or an Affiliate or has undertaken Related Employment, the
\nCommittee, in its sole discretion, shall determine whether and to what extent,
\nif any, the Company’s right as specified in Paragraph 2(b) above (and in any and
\nall other terms, conditions and restrictions imposed hereby) shall lapse and
\ncease to be effective. The Company’s right specified in Paragraph 2(b) above
\nshall be exercisable at such time as to the remaining shares, if any.<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

(d) Except as otherwise determined by the Committee, from time to time during
\nthe Restricted Period, the Company shall pay to a Participant an amount of cash
\nequal to the regular quarterly cash dividend paid by the Company on a number of
\nshares equal to the number of shares remaining subject to the Award hereunder
\nless any applicable United States federal, state, local or foreign income,
\nemployment or other taxes that the Company determines are required to be
\nwithheld therefrom. Such payment shall be made as soon as practicable following
\nthe applicable dividend payment date, but in no event later than 60 days
\nthereafter. The Company’s obligation to make such payment shall cease with
\nrespect to any shares at such time as the Company’s right becomes exercisable
\nwith respect thereto pursuant to Paragraph 2(b) or 2(c) above.<\/p>\n<\/p>\n<\/p>\n

3. If the Company, in its sole discretion, shall determine that the Company
\nor an Affiliate or other person has incurred or will incur any obligation to
\nwithhold any United States federal, state, local or foreign income, employment
\nor other taxes by reason of the issuance or operation of this RSU, a Participant
\n(or, in the event of a Participant’s death, the legal representatives of a
\nParticipant’s estate) will, promptly upon demand therefor by the Company, pay to
\nthe Company or such Affiliate or other person, in accordance with Paragraph
\n17(f) of the Plan, any amount demanded by it for the purpose of satisfying such
\nobligation. If the amount so demanded is not promptly paid or if a Participant
\n(or, in the event of a Participant’s death, the legal representatives of a
\nParticipant’s estate) shall fail to promptly provide the Company with any and
\nall forms, documents or other information reasonably required by the Company in
\nconnection with the RSU, the Company or its designee may refuse to permit the
\ntransfer of any shares and the distribution of any proceeds and may, without
\nfurther consent by or notice to a Participant (or, in the event of a
\nParticipant’s death, the legal representatives of a Participant’s estate) cancel
\nits agreement to issue to a Participant any shares or pay to a Participant any
\ncash, and cancel any shares otherwise issuable hereunder.<\/p>\n<\/p>\n<\/p>\n

Section IV<\/strong><\/p>\n<\/p>\n<\/p>\n

MASTER AGREEMENT COMMON PROVISIONS RELATING
\nTO<\/strong><\/p>\n

\n

MORE THAN ONE FORM OF AWARD<\/strong><\/p>\n

\n<\/p>\n

1. Notwithstanding anything in this Master Agreement to the contrary (but
\nsubject to those provisions in Paragraph 3 or 4 below which could reduce
\npayments hereunder as a result of Section 280G of the Internal Revenue Code of
\n1986, as amended (the “Code”)), in the event of a Defined Termination (as
\ndefined in the American Express Senior Executive Severance Plan, as amended from
\ntime to time), the Participant shall immediately be:<\/p>\n<\/p>\n<\/p>\n

(a) with respect to any Option issued pursuant to the Option provisions of
\nthis Master Agreement, 100% vested in the total number of shares covered thereby
\nsuch that they shall be fully exercisable and no longer subject to any vesting
\nconditions set forth in the Award Schedule;<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

(b) with respect to any RSA issued pursuant to the RSA provisions of this
\nMaster Agreement, 100% vested in the total number of shares covered thereby such
\nthat they shall no longer be subject to any transfer restrictions imposed by
\nthis Master Agreement or any vesting conditions set forth in the Award Schedule;
\nand<\/p>\n<\/p>\n<\/p>\n

(c) with respect to any RSU issued pursuant to the RSU provisions of this
\nMaster Agreement, entitled to receive the total number of shares covered thereby
\nsuch that they shall no longer be subject to any restrictions on issuance
\nimposed by this Master Agreement or any vesting conditions set forth in the
\nAward Schedule, or for cash-settled RSUs, entitled to receive payment of such
\nRSUs based on their value on the date of the Defined Termination (which shall be
\ndetermined using the closing price of the Company’s shares on such date) such
\nthat they shall no longer be subject to any restrictions on payment imposed by
\nthis Master Agreement or any vesting conditions set forth in the Award Schedule,
\nand:<\/p>\n<\/p>\n<\/p>\n

(1) if the Change in Control qualifies as a “change in ownership,” a “change
\nin effective control” or a “change in ownership of a substantial portion of the
\nassets” of the Company (each as defined by Section 409A of the Code and the
\nTreasury Regulations promulgated and other official guidance issued thereunder
\n(collectively, “Section 409A”)), then the shares underlying such RSU shall be
\nissued to the Participant immediately upon the occurrence of the Change in
\nControl, but in no event later than five days thereafter, and for cash-settled
\nRSUs, payment shall be made immediately, but in no event later than five days
\nthereafter; or<\/p>\n<\/p>\n<\/p>\n

(2) if the Change in Control does not so qualify, then the shares underlying
\nsuch RSU shall be issued to the Participant as soon as administratively
\npracticable following the January 1st of the calendar year immediately following
\nthe calendar year that includes the last day of the original Restricted Period,
\nbut in no event later than 90 days thereafter, and for cash-settled RSUs,
\npayment shall be made following the January 1st of the calendar year immediately
\nfollowing the calendar year that includes the last day of the original
\nRestricted Period, but in no event later than 90 days thereafter.<\/p>\n<\/p>\n<\/p>\n

The Committee may not amend or delete this Section IV of this Master
\nAgreement in a manner that is detrimental to the award holder, without his
\nwritten consent.<\/p>\n<\/p>\n<\/p>\n

2. A “Change in Control” means the happening of any of the following:<\/p>\n<\/p>\n<\/p>\n

(a) Any individual, entity or group (within the meaning of Section 13(d)(3)
\nor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
\nAct”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule
\n13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then
\noutstanding common shares of the Company (the “Outstanding Company Common
\nShares”) or (ii) the combined voting power of the then outstanding voting
\nsecurities of the Company entitled to vote generally in the election of
\ndirectors (the “Outstanding Company Voting Securities”); provided, however, that
\nsuch beneficial ownership shall not constitute a Change in Control if it occurs
\nas a result of any of the following acquisitions of securities: (A) any
\nacquisition directly from the Company; (B) any acquisition by the Company or any
\ncorporation, partnership, trust or other entity controlled by the Company (a
\n“Subsidiary”); (C) any acquisition by any employee benefit plan (or related
\ntrust) sponsored or maintained by the Company or any Subsidiary; (D) any
\nacquisition by an underwriter temporarily holding Company securities pursuant to
\nan offering of such securities; (E) any acquisition by an individual, entity or
\ngroup that is permitted to, and actually does, report its beneficial ownership
\non Schedule 13-G (or any successor schedule), provided that, if any such
\nindividual, entity or group subsequently becomes required to or does report its
\nbeneficial ownership on Schedule 13D (or any successor schedule), then, for
\npurposes of this subsection, such individual, entity or group shall be deemed to
\nhave first acquired, on the first date on which such individual, entity or group
\nbecomes required to or does so report, beneficial ownership of all of the
\nOutstanding Company Common Stock and Outstanding Company Voting Securities
\nbeneficially owned by it on such date; or (F) any acquisition by any corporation
\npursuant to a reorganization, merger or consolidation if, following such
\nreorganization, merger or consolidation, the conditions described in clauses
\n(i), (ii) and (iii) of Paragraph 2(c) are satisfied. Notwithstanding the
\nforegoing, a Change in Control shall not be deemed to occur solely because any
\nPerson (the “Subject Person”) became the beneficial owner of 25% or more of the
\nOutstanding Company Common Shares or Outstanding Company Voting Securities as a
\nresult of the acquisition of Outstanding Company Common Shares or Outstanding
\nCompany Voting Securities by the Company which, by reducing the number of
\nOutstanding Company Common Shares or Outstanding Company Voting Securities,
\nincreases the proportional number of shares beneficially owned by the Subject
\nPerson; provided, that if a Change in Control would be deemed to have occurred
\n(but for the operation of this sentence) as a result of the acquisition of
\nOutstanding Company Common Shares or Outstanding Company Voting Securities by
\nthe Company, and after such share acquisition by the Company, the Subject Person
\nbecomes the beneficial owner of any additional Outstanding Company Common Shares
\nor Outstanding Company Voting Securities which increases the percentage of the
\nOutstanding Company Common Shares or Outstanding Company Voting Securities
\nbeneficially owned by the Subject Person, then a Change in Control shall then be
\ndeemed to have occurred; or<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

(b) Individuals who, as of the date hereof, constitute the Board (the
\n“Incumbent Board”) cease for any reason to constitute at least a majority of the
\nBoard; provided, however, that any individual becoming a director subsequent to
\nthe date hereof whose election, or nomination for election by the Company’s
\nshareholders, was approved by a vote of at least a majority of the directors
\nthen comprising the Incumbent Board shall be considered as though such
\nindividual were a member of the Incumbent Board, but excluding, for this
\npurpose, any such individual whose initial assumption of office occurs as a
\nresult of either an actual or threatened election contest or other actual or
\nthreatened solicitation of proxies or consents by or on behalf of a Person other
\nthan the Board, including by reason of agreement intended to avoid or settle any
\nsuch actual or threatened contest or solicitation; or<\/p>\n<\/p>\n<\/p>\n

(c) The consummation of a reorganization, merger, statutory share exchange,
\nconsolidation, or similar corporate transaction involving the Company or any of
\nits direct or indirect Subsidiaries (each a “Business Combination”), in each
\ncase, unless, following such Business Combination, (i) the Outstanding Company
\nCommon Shares and the Outstanding Company Voting Securities immediately prior to
\nsuch Business Combination, continue to represent (either by remaining
\noutstanding or being converted into voting securities of the resulting or
\nsurviving entity or any parent thereof) more than 50% of the then-outstanding
\nshares of common stock and the combined voting power of the then-outstanding
\nvoting securities entitled to vote generally in the election of directors, as
\nthe case may be, of the corporation resulting from Business Combination
\n(including, without limitation, a corporation that, as a result of such
\ntransaction, owns the Company or all or substantially all of the Company’s
\nassets either directly or through one or more subsidiaries), (ii) no Person
\n(excluding the Company, any employee benefit plan (or related trust) of the
\nCompany, a Subsidiary or such corporation resulting from such Business
\nCombination or any parent or subsidiary thereof, and any Person beneficially
\nowning, immediately prior to such Business Combination, directly or indirectly,
\n25% or more of the Outstanding Company Common Shares or Outstanding Company
\nVoting Securities, as the case may be) beneficially owns, directly or
\nindirectly, 25% or more of, respectively, the then outstanding shares of common
\nstock of the corporation resulting from such Business Combination (or any parent
\nthereof) or the combined voting power of the then outstanding voting securities
\nof such corporation entitled to vote generally in the election of directors and
\n(iii) at least a majority of the members of the board of directors of the
\ncorporation resulting from such Business Combination (or any parent thereof)
\nwere members of the Incumbent Board at the time of the execution of the initial
\nagreement or action of the Board providing for such Business Combination; or<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n

(d) The consummation of the sale, lease, exchange or other disposition of all
\nor substantially all of the assets of the Company, unless such assets have been
\nsold, leased, exchanged or disposed of to a corporation with respect to which
\nfollowing such sale, lease, exchange or other disposition (i) more than 50% of,
\nrespectively, the then outstanding shares of common stock of such corporation
\nand the combined voting power of the then outstanding voting securities of such
\ncorporation (or any parent thereof) entitled to vote generally in the election
\nof directors is then beneficially owned, directly or indirectly, by all or
\nsubstantially all of the individuals and entities who were the beneficial
\nowners, respectively, of the Outstanding Company Common Shares and Outstanding
\nCompany Voting Securities immediately prior to such sale, lease, exchange or
\nother disposition in substantially the same proportions as their ownership
\nimmediately prior to such sale, lease, exchange or other disposition of such
\nOutstanding Company Common Shares and Outstanding Company Voting Shares, as the
\ncase may be, (ii) no Person (excluding the Company and any employee benefit plan
\n(or related trust)) of the Company or a Subsidiary or of such corporation or a
\nsubsidiary thereof and any Person beneficially owning, immediately prior to such
\nsale, lease, exchange or other disposition, directly or indirectly, 25% or more
\nof the Outstanding Company Common Shares or Outstanding Company Voting
\nSecurities, as the case may be) beneficially owns, directly or indirectly, 25%
\nor more of respectively, the then outstanding shares of common stock of such
\ncorporation (or any parent thereof) and the combined voting power of the then
\noutstanding voting securities of such corporation (or any parent thereof)
\nentitled to vote generally in the election of directors and (iii) at least a
\nmajority of the members of the board of directors of such corporation (or any
\nparent thereof) were members of the Incumbent Board at the time of the execution
\nof the initial agreement or action of the Board providing for such sale, lease,
\nexchange or other disposition of assets of the Company; or<\/p>\n<\/p>\n<\/p>\n

(e) Approval by the shareholders of the Company of a complete liquidation or
\ndissolution of the Company.<\/p>\n<\/p>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n

3. This Paragraph 3 shall apply in the event of a Change in Control.<\/p>\n<\/p>\n<\/p>\n

(a) In the event that any payment or benefit received or to be received by a
\nParticipant hereunder in connection with a Change in Control or termination of
\nsuch Participant’s employment (hereinafter referred to collectively as the
\n“Payments”), will be subject to the excise tax referred to in Section 4999 of
\nthe Code (the “Excise Tax”), then the Payments shall be reduced to the extent
\nnecessary so that no portion of the Payments is subject to the Excise Tax but
\nonly if (A) the net amount of all Total Payments (as hereinafter defined), as so
\nreduced (and after subtracting the net amount of federal, state and local income
\nand employment taxes on such reduced Total Payments), is greater than or equal
\nto (B) the net amount of such Total Payments without any such reduction (but
\nafter subtracting the net amount of federal, state and local income and
\nemployment taxes on such Total Payments and the amount of Excise Tax to which
\nthe Participant would be subject in respect of such unreduced Total Payments);
\nprovided, however, that the Participant may elect in writing to have other
\ncomponents of his or her Total Payments reduced prior to any reduction in the
\nPayments hereunder.<\/p>\n<\/p>\n<\/p>\n

(b) For purposes of determining whether the Payments will be subject to the
\nExcise Tax, the amount of such Excise Tax and whether any Payments are to be
\nreduced hereunder: (i) all payments and benefits received or to be received by
\nthe Participant in connection with such Change in Control or the termination of
\nsuch Participant’s employment, whether pursuant to the terms of this Master
\nAgreement or any other plan, arrangement or agreement with the Company, any
\nPerson (as such term is defined in Paragraph 2(a) above) whose actions result in
\nsuch Change in Control or any Person affiliated with the Company or such Person
\n(collectively, the “Total Payments”), shall be treated as “parachute payments”
\n(within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of
\nthe accounting firm which was, immediately prior to the Change in Control, the
\nCompany’s independent auditor, or if that firm refuses to serve, by another
\nqualified firm, whether or not serving as independent auditors, designated by
\nthe Committee (the “Firm”), such payments or benefits (in whole or in part) do
\nnot constitute parachute payments, including by reason of Section 280G(b)(2)(A)
\nor Section 280G(b)(4)(A) of the Code; (ii) no portion of the Total Payments the
\nreceipt or enjoyment of which the Participant shall have waived at such time and
\nin such manner as not to constitute a “payment” within the meaning of Section
\n280G(b) of the Code shall be taken into account; (iii) all “excess parachute
\npayments” within the meaning of Section 280G(b)(l) of the Code shall be treated
\nas subject to the Excise Tax unless, in the opinion of the Firm, such excess
\nparachute payments (in whole or in part) represent reasonable compensation for
\nservices actually rendered (within the meaning of Section 280G(b)(4)(B) of the
\nCode) in excess of the Base Amount (within the meaning of Section 280G(b)(3) of
\nthe Code) allocable to such reasonable compensation, or are otherwise not
\nsubject to the Excise Tax; and (iv) the value of any noncash benefits or any
\ndeferred payment or benefit shall be determined by the Firm in accordance with
\nthe principles of Sections 280G(d)(3) and (4) of the Code and regulations or
\nother guidance thereunder. For purposes of determining whether any Payments in
\nrespect of a Participant shall be reduced, a Participant shall be deemed to pay
\nfederal income tax at the highest marginal rate of federal income taxation (and
\nstate and local income taxes at the highest marginal rate of taxation in the
\nstate and locality of such Participant’s residence, net of the maximum reduction
\nin federal income taxes which could be obtained from deduction of such state and
\nlocal taxes) in the calendar year in which the Payments are made. The Firm will
\nbe paid reasonable compensation by the Company for its services.<\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n

(c) As soon as practicable following a Change in Control, but in no event
\nlater than 30 days thereafter, the Company shall provide to each Participant
\nwith respect to whom it is proposed that Payments be reduced, a written
\nstatement setting forth the manner in which the Total Payments in respect of
\nsuch Participant were calculated and the basis for such calculations, including,
\nwithout limitation, any opinions or other advice the Company has received from
\nthe Firm or other advisors or consultants (and any such opinions or advice which
\nare in writing shall be attached to the statement).<\/p>\n<\/p>\n<\/p>\n

4. The terms of any Option, RSA or RSU (including terms under this Master
\nAgreement or any Award Schedule) may be amended from time to time by the
\nCommittee in its sole discretion in any manner that it deems appropriate
\n(including, but not limited to, acceleration of the date of payments
\nthereunder); provided, however, that no such amendment shall adversely affect in
\na material manner any right of a Participant under such Option, RSA or RSU
\nwithout the written consent of such Participant; provided, however, that the
\nCommittee shall not have the authority to amend any Option held by any executive
\nofficer of the Company as defined in Rule 3(b)(7) under the Securities Exchange
\nAct of 1934, as amended, so that the amount of compensation an executive officer
\ncould receive is not based solely on an increase in the value of shares, or to
\notherwise amend any Award issued to such executive officer if the amendment
\nwould cause compensation payable thereunder to be nondeductible under Section
\n162(m) of the Code (or any successor provision) or regulations thereunder
\nassuming such executive officer is a covered employee for purposes of such
\nSection. Notwithstanding the foregoing, the Committee shall not amend the terms
\nof any Option, RSA or RSU (including terms under this Master Agreement or any
\nAward Schedule), to the extent such amendment would cause a violation of Section
\n409A.<\/p>\n<\/p>\n<\/p>\n

5. If and to the extent permitted by the Committee, and subject to the
\nprovisions of the Plan, a Participant may, by completing the form provided by
\nthe Corporate Secretary for such purpose and returning it to the Corporate
\nSecretary’s Office in New York City, name a beneficiary or beneficiaries to
\nreceive any payment or exercise any rights to which such Participant may become
\nentitled under an Award in the event of such Participant’s death. To the extent
\npermitted by the Corporate Secretary, a Participant may change his or her
\ndesignated beneficiary or beneficiaries from time to time by submitting a new
\nform to the Corporate Secretary’s Office in New York City, to the extent
\npermitted by law (for example, unless such Participant has made a prior
\nirrevocable designation). If a Participant does not designate a beneficiary, or
\nif no designated beneficiary is living on the date any amount becomes payable
\nunder an Award, such payment will be made to the legal representatives of such
\nParticipant’s estate, which will be deemed to be the Participant’s designated
\nbeneficiary under the Award.<\/p>\n<\/p>\n<\/p>\n

14<\/p>\n

\n

\n<\/p>\n

6. Notwithstanding the time periods specified above, if the Company, in its
\nsole discretion, shall determine that the listing upon any securities exchange
\nor registration or qualification under any United States federal, state, local
\nor foreign law of any shares to be delivered pursuant to an Award is necessary
\nor desirable, delivery of such shares shall not be made in shares until such
\nlisting, registration or qualification shall have been completed. Until a
\ncertificate for the shares subject to this RSU has been duly issued to a
\nParticipant, a Participant shall have no rights as a shareholder of the Company
\nwith respect to the shares subject to such RSU and, in particular, shall not be
\nentitled to vote such shares or to receive any dividend or other distribution
\npaid or made in respect thereof.<\/p>\n<\/p>\n<\/p>\n

7. Notwithstanding anything to the contrary contained herein, the Committee,
\nin its sole discretion, may approve and the Company may issue Options, RSAs or
\nRSUs that are not governed by the provisions contained in this Master Agreement.\n<\/p>\n<\/p>\n<\/p>\n

8. Any action taken or decision made by the Company, the Board, or the
\nCommittee or its delegates arising out of or in connection with the
\nconstruction, administration, interpretation or effect of any provision of the
\nPlan or this Master Agreement shall lie within its sole and absolute discretion,
\nas the case may be, and shall be final, conclusive and binding on the
\nParticipant and all persons claiming under or through the Participant. By
\nreceipt of such Awards or other benefit under the Plan, the Participant and each
\nperson claiming under or through the Participant shall be conclusively deemed to
\nhave indicated acceptance and ratification of, and consent to, any action taken
\nunder the Plan or this Master Agreement, by the Company, the Board or the
\nCommittee or its delegates.<\/p>\n<\/p>\n<\/p>\n

9. The validity, construction, interpretation, administration and effect of
\nthe Plan and of its rules and regulations, and rights relating to the Plan, and
\nto any Award issued under this Master Agreement, shall be governed by the
\nsubstantive laws, but not the choice of law rules, of the State of New York, in
\nthe United States of America.<\/p>\n<\/p>\n<\/p>\n

10. The Committee may rescind, without further notice to the Participant, any
\nAward issued to the Participant under the Plan in duplicate, or in error, as
\ndetermined in the sole discretion of the Committee.<\/p>\n<\/p>\n<\/p>\n

11. The Options and RSAs subject to this Master Agreement are intended to be
\nexempt from Section 409A and the RSUs subject to this Master Agreement are
\nintended to comply with Section 409A, and the Plan, this Master Agreement and
\nthe applicable Award Schedules shall be administered and interpreted consistent
\nwith such intent and the American Express Section 409A Compliance Policy, as
\namended from time to time, and any successor policy thereto (the “409A Policy”).\n<\/p>\n<\/p>\n<\/p>\n

15<\/p>\n

\n

\n<\/p>\n

Section V<\/strong><\/p>\n<\/p>\n<\/p>\n

MASTER AGREEMENT<\/strong><\/p>\n

\n

DETRIMENTAL CONDUCT PROVISIONS<\/strong><\/p>\n

\n<\/p>\n

1. Applicability<\/u>. Unless the Committee expressly determines otherwise
\nwith respect to a specific Award, the provisions of this Section V of this
\nMaster Agreement shall apply to all Awards issued under the Plan.<\/p>\n<\/p>\n<\/p>\n

2. Detrimental Conduct<\/u>. If a current or former employee of, or other
\nindividual that provides or has provided services for the Company (the
\n“Employee”) engages in Detrimental Conduct, Awards previously issued to such
\nEmployee may be canceled, rescinded or otherwise restricted and the Company can
\nrecover any payments received by and stock delivered to the Employee in
\naccordance with the terms of Paragraph 3. For purposes of this Section V,
\n“Detrimental Conduct” shall mean the conduct described in Paragraphs 2(a)
\nthrough 2(g).<\/p>\n<\/p>\n<\/p>\n

(a) Noncompete<\/em>. For a one-year period after the last day of active
\nemployment if the Employee is a Band 70 or above employee or for a six-month
\nperiod after the last day of active employment if the Employee is a Band 50 or
\n60 employee, and during the Employee’s employment with the Company, the Employee
\nshall not be employed by, provide advice to or act as a consultant for any
\nCompetitor. The Company has defined Competitor for certain lines of business,
\ndepartments or job functions by establishing a specific standard and\/or by name
\nas set forth in the Company’s Competitor List(s). An Employee’s personal list of
\ncompetitors will be the sum of:<\/p>\n<\/p>\n<\/p>\n

(1) either (i) all competitors derived from the column titled Standard on the
\nCompetitor List for the lines of business and departments (as listed on the
\nCompetitor List under the Line of Business column) that the Employee provided
\nservices to or managed during the two-year period preceding the date the
\nEmployee’s active employment with the Company terminates, or (ii) if the job
\nfunction the Employee is employed in at the time his or her active employment
\nwith the Company terminates is listed on the Competitor List under the Line of
\nBusiness column, the competitors cited for that job function under the Standard
\ncolumn of the Competitor List; and<\/p>\n<\/p>\n<\/p>\n

(2) the Entities (as that term is defined in Paragraph 8) listed on the
\nCompetitor List under the column titled Business Unit Wide Competitors for the
\nbusiness units, i.e. AEB or TRS, the Employee provided services to or managed
\nduring the two-year period preceding the date his or her active employment with
\nthe Company terminates. If any line(s) of business the Employee provided
\nservices to or managed during the two-year period preceding the date his or her
\nactive employment with the Company terminates is not listed on the Competitor
\nList then, with respect to such line(s) of business, the Employee shall not be
\nemployed by, provide advice to or act as a consultant for (i) an Entity’s line
\nof business that competes with those line(s) of business and (ii) the Entities
\nlisted on the Competitor List under the column titled Business Unit Wide
\nCompetitors for the business units the Employee provided services to or managed
\nduring the two-year period preceding the date the Employee’s active employment
\nwith the Company terminates. Except for Business Unit Wide Competitors, the
\nprohibition against being employed by, providing advice to or acting as a
\nconsultant for a Competitor is limited to the line(s) of business of the
\nCompetitor that compete with the line(s) of business of the Company that the
\nEmployee provided services to or managed. With respect to Business Unit Wide
\nCompetitors, the Employee agrees not to be employed by, provide advice to or act
\nas a consultant for such Entities in any line of business because these Entities
\ncompete with several of the Company’s lines of business. The Company can revise
\nthe Competitor List at its discretion at any time and from time to time and as
\nrevised will become part of this Section V; a copy of the current Competitor
\nList will be available through the Corporate Secretary’s Office. Notwithstanding
\nanything in this Section V to the contrary, the Company shall not make any
\naddition to the Competitor List for a period of two years following the date of
\na Change in Control (as defined in Section IV of this Plan Master Agreement, and
\nas amended from time to time, or any successor thereto).<\/p>\n<\/p>\n<\/p>\n

16<\/p>\n

\n

\n<\/p>\n

(b) Nondenigration<\/em>. For a one-year period after an Employee’s last
\nday of active employment (“the Restricted Period”) and during his or her
\nemployment with the Company, an Employee or anyone acting at his or her
\ndirection may not denigrate the Company or the Company’s employees to the media
\nor financial analysts. During the Restricted Period an Employee may not (i)
\nprovide information considered proprietary by the Company to the media or
\nfinancial analysts or (ii) discuss the Company with the media or financial
\nanalysts, without the explicit written permission of the Executive Vice
\nPresident of Corporate Affairs and Communications. This Paragraph shall not be
\napplicable to any truthful statement required by any legal proceeding.<\/p>\n<\/p>\n<\/p>\n

(c) Nonsolicitation of Employees<\/em>. During the Restricted Period, an
\nEmployee may not employ or solicit for employment any employee of the Company.
\nIn addition, during the Restricted Period an Employee may not advise or
\nrecommend to any other person that he or she employ or solicit for employment,
\nany person employed by the Company for the purpose of employing that person at
\nan Entity at which the Employee is or intends to be (i) employed, (ii) a member
\nof the Board of Directors, or (iii) providing consulting services.<\/p>\n<\/p>\n<\/p>\n

(d) Nonsolicitation of Customers<\/em>. During the Restricted Period, an
\nEmployee may not directly or indirectly solicit or enter into any arrangement
\nwith any Entity which is, at the time of such solicitation, a significant
\ncustomer of the Company for the purpose of engaging in any business transactions
\nof the nature performed or contemplated by the Company. This Paragraph shall
\napply only to customers whom the Employee personally serviced while employed by
\nthe Company or customers the Employee acquired material information about while
\nemployed by the Company.<\/p>\n<\/p>\n<\/p>\n

(e) Misconduct<\/em>. During his or her employment with the Company, an
\nEmployee may not engage in any conduct that results in termination of his or her
\nemployment for Misconduct. For purposes of this Section V, “Misconduct” is (i)
\nmaterial violation of the American Express Company Code of Conduct, (ii)
\ncriminal activity, (iii) gross insubordination, or (iv) gross negligence in the
\nperformance of duties.<\/p>\n<\/p>\n<\/p>\n

17<\/p>\n

\n

\n<\/p>\n

(f) Confidential Information<\/em>. During the Restricted Period and
\nduring his or her employment with the Company, an Employee may not
\nmisappropriate or improperly disclose confidential information or trade secrets
\nof the Company and its businesses, including but not limited to information
\nabout marketing or business plans, possible acquisitions or divestitures,
\npotential new products or markets and other data not available to the public.\n<\/p>\n<\/p>\n<\/p>\n

(g) Other Detrimental Conduct<\/em>. During the Restricted Period, an
\nEmployee may not take any actions that the Company reasonably deems detrimental
\nto its interests. To the extent practicable, the Company will request an
\nEmployee to cease and desist or rectify the conduct prior to seeking any legal
\nremedies under this Paragraph and will only seek legal remedies if the Employee
\ndoes not comply with such request. This Paragraph shall not be applied to
\nconduct that is otherwise permitted by Paragraphs 2(a) through 2(f). For
\nexample, if an Employee leaves the Company’s employment to work for an Entity
\nthat is not a Competitor under Paragraph 2(a), the Company will not claim that
\nemployment with that Entity violates Paragraph 2(g). Notwithstanding anything in
\nthis Section V to the contrary, this Paragraph 2(g) shall not be applicable to
\nan Employee from and after his or her last day of active employment, if his or
\nher active employment terminates for any reason (other than for Misconduct, as
\ndefined in Paragraph 2(e) above) within two years following a Change in Control
\n(as such term is defined in Section IV of this Master Agreement, as amended from
\ntime to time, or any successor thereto).<\/p>\n<\/p>\n<\/p>\n

3. Remedies<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Repayment of Financial Gain<\/em>.<\/p>\n<\/p>\n<\/p>\n

(i) If an Employee fails to comply with the requirements of Paragraphs 2(a)
\nthrough 2(g), the Company may cancel any outstanding Awards and recover from the
\nEmployee (i) the Amount (as that term is defined in Paragraph 3(a)(iii) below)
\nof any gain realized on Options and stock appreciation rights that the Employee
\nexercised, as of the date exercised, (ii) the Amount of any payments received by
\nthe Employee for Portfolio Grant Awards, Performance Grant Awards or other
\nAwards and (iii) the Number (as that term is defined in Paragraph 3(a)(iii)
\nbelow) of shares of stock whose restrictions lapsed (or the value of the Number
\nof such shares of stock at the time the restrictions lapsed) pursuant to an RSA,
\nRSU Award or other Awards, during the 24-month period preceding the Employee’s
\nlast day of active employment. The annual bonus provided to Executive Officers
\nis in the form of a Performance Grant Award issued pursuant to the Plan and is
\nsubject to the terms of this Section V.<\/p>\n<\/p>\n<\/p>\n

(ii) If an Employee fails to comply with the requirements of Paragraphs 2(a)
\nthrough 2(g), the Employee must and agrees to repay the Company, upon demand by
\nthe Company, in accordance with the terms of this Paragraph 3(a) and the Company
\nshall be entitled, to the extent and in the manner permitted by the 409A Policy,
\nto set-off against the amount of any such repayment obligation against any
\namount owed, from any source, to the Employee by the Company.<\/p>\n<\/p>\n<\/p>\n

18<\/p>\n

\n

\n<\/p>\n

(iii) “Amount” means the gross amount, before deduction of applicable taxes
\nor other amounts, and includes the gross amount of any dividends or dividend
\nequivalents paid to the Employee on RSA or RSU Awards. “Number” means the total
\nnumber of shares of stock, before reduction for the payment of applicable taxes
\nor other amounts, and includes the total number of any shares of stock paid to
\nyou on RSA or RSU Awards<\/p>\n<\/p>\n<\/p>\n

(b) Other Remedies<\/em>. The remedy provided pursuant to Paragraph 3(a)
\nshall be without prejudice to the Company’s right to recover any losses
\nresulting from a violation of this Section V and shall be in addition to
\nwhatever other remedies the Company may have, at law or equity, for violation of
\nthe terms of this Section V.<\/p>\n<\/p>\n<\/p>\n

4. Compensation Band Changes<\/u>. If the Company changes its current
\nsystem of classifying employees in compensation bands and management tiers, the
\nreferences to Bands 50, 60 and 70, Executive Officers and GLT members in this
\nSection V will be construed to mean the compensation level(s) and management
\ntiers in the new or revised system that, in the Company’s discretion, most
\nclosely approximates these bands and management tiers under the current system.\n<\/p>\n<\/p>\n<\/p>\n

5. Involuntary Terminations<\/u>. This Section V will not apply to
\nemployees of the Company who enter into a severance agreement with the Company
\nor other involuntary terminations as determined by the Company (excluding
\nterminations covered by Paragraph 2(e)).<\/p>\n<\/p>\n<\/p>\n

6. Court Modification<\/u>. If any term of this Section V is determined by
\na court of competent jurisdiction not to be enforceable in the manner set forth
\nin this Section V, such term shall be enforceable to the maximum extent possible
\nunder applicable law and such court shall reform such term to make it
\nenforceable.<\/p>\n<\/p>\n<\/p>\n

7. Definition of Entity<\/u>. As used in this Section V, the word Entity or
\nEntities shall mean any corporation, partnership, association, joint venture,
\ntrust, government, governmental agency or authority, person or other
\norganization or entity.<\/p>\n<\/p>\n<\/p>\n

8. Waivers<\/u>. The failure of the Company to enforce at any time any term
\nof this Section V shall not be construed to be a waiver of such term or of any
\nother term. Any waiver or modification of the terms of this Section V will only
\nbe effective if reduced to writing and signed by both the Employee and the
\nPresident or Chief Executive Officer of the Company.<\/p>\n<\/p>\n<\/p>\n

Section VI<\/strong><\/p>\n<\/p>\n<\/p>\n

MASTER AGREEMENT<\/strong><\/p>\n

\n

REGULATORY PROHIBITION & CLAWBACK<\/strong><\/p>\n

\n<\/p>\n

1. Applicability<\/u>. Unless the Committee expressly determines otherwise,
\nthe provisions of this Section VI of this Master Agreement shall apply to all
\nAwards issued under the Plan.<\/p>\n<\/p>\n<\/p>\n

2. FDIA Limitations<\/u>. Notwithstanding any other provision of the Plan
\nor this Master Agreement to the contrary, any payments or benefits to an
\nemployee pursuant to the Plan or this Master Agreement, or otherwise, are
\nsubject to and conditioned upon their compliance with 12 USC Section 1828(k) and
\nany regulations promulgated thereunder.<\/p>\n<\/p>\n<\/p>\n

19<\/p>\n

\n

\n<\/p>\n

3. Dodd-Frank Clawback<\/u>. Notwithstanding any other provision of the
\nPlan or this Master Agreement to the contrary, in order to comply with Section
\n10D of the Securities Exchange Act of 1934, as amended, and any regulations
\npromulgated, or national securities exchange listing conditions adopted, with
\nrespect thereto (collectively, the “Clawback Requirements”), if the Company is
\nrequired to prepare an accounting restatement due to the material noncompliance
\nof the Company with any financial reporting requirements under the securities
\nlaws, then any employee who is a former or current executive officer of the
\nCompany shall return to the Company, or forfeit if not yet paid, the amount of
\nany Award received during the three-year period preceding the date on which the
\nCompany is required to prepare the accounting restatement, based on the
\nerroneous data, in excess of what would have been paid to the employee under the
\naccounting restatement as determined by the Committee in accordance with the
\nClawback Requirements and any policy adopted by the Committee pursuant to the
\nClawback Requirements.<\/p>\n<\/p>\n<\/p>\n

* * * * *<\/p>\n

\n

20<\/p>\n

\n

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