{"id":40270,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/portfolio-award-grant-form-american-express-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"portfolio-award-grant-form-american-express-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/portfolio-award-grant-form-american-express-co.html","title":{"rendered":"Portfolio Award Grant Form – American Express Co."},"content":{"rendered":"

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

\n

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

\n

PORTFOLIO GRANT<\/strong><\/p>\n

\n

TO<\/strong><\/p>\n

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

\n

\n

Name of Employee<\/p>\n

\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Award Date<\/p>\n<\/td>\n

<\/td>\n\n

Expiration Date of the Award Period<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n\n
\n

$<\/p>\n<\/td>\n<\/tr>\n

\n

Total Target Value<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

We are pleased to inform you that, pursuant to the Company’s 2007 Incentive
\nCompensation Plan, as amended (the “Plan”), the Compensation and Benefits
\nCommittee (the “Committee”) of the Board of Directors (the “Board”) of American
\nExpress Company (the “Company”), made an award of a portfolio grant to you as
\nhereinafter set forth (the “Award”) under the Plan as of the award date
\nspecified above (the “Award Date”). The Award is subject to the Detrimental
\nConduct Provisions established by the Committee, and as from time to time
\namended.<\/p>\n<\/p>\n<\/p>\n

1. General<\/u>. You have been granted the Award subject to the provisions
\nof the Plan and the terms, conditions and restrictions set forth in this
\nagreement (this “Agreement”). The Total Target Value of the Award consists of
\nthe Target Values of four components: the Target Value of the Average Annual EPS
\nIncentive Component (the “Average Annual EPS Target Value”); the Target Value of
\nthe Average Annual Net Revenue Incentive Component (the “Average Annual Net
\nRevenue Target Value”); the Target Value of the Average Annual ROE Incentive
\nComponent (the “Average Annual ROE Target Value”); and the Target Value of the
\nRelative Total Shareholder Return Incentive Component (the “Relative TSR Target
\nValue”). Each component’s Target Value is 25% of the Total Target Value. The
\nperiod beginning _______ __, 20__ and ending on the expiration date specified
\nabove (the “Expiration Date”) is the “Award Period.” The Total Target Value, or
\nany of its components, may be reduced by the Committee in its sole discretion,
\nwhich may include but need not be limited to, situations where on the last day
\nof the Award Period you are engaged in Related Employment, as that term is
\ndefined in the Plan. The Schedule A Value (as that term is defined below), if
\nany, of each component will be determined as specified in Paragraph 3.<\/p>\n<\/p>\n<\/p>\n

2. Requirement of Employment<\/u>. Except as otherwise provided in
\nParagraphs 4 and 6, your rights to the Cash Value and the Number of Restricted
\nShares or Restricted Stock Units (as those terms are defined below) under
\nParagraph 5 shall be provisional and shall be canceled in whole or in part, as
\ndetermined by the Committee in its sole discretion if your continuous employment
\nwith the Company and its Affiliates (as that term is defined in the Plan) or
\nyour Related Employment (as that term is defined in the Plan) (hereinafter
\ncollectively referred to as “employment with the American Express companies”),
\nterminates for any reason on or before the Payment Date set forth in Paragraph
\n5. Whether and as of what date your employment with the American Express
\ncompanies shall terminate if you are granted a leave of absence or commence any
\nother break in employment intended by your employer to be temporary, shall be
\ndetermined by the Committee in its sole discretion.<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

\n<\/p>\n

3. Determination of the Schedule A Values, Initial Value, Final Value,
\nCash Value and the Number of Restricted Shares or Restricted Stock Units<\/u>.\n<\/p>\n<\/p>\n<\/p>\n

(a) Except as otherwise provided in this Paragraph 3 and in Paragraphs 2, 4
\nand 6, there shall be paid to you in accordance with Paragraph 5, the sum, as
\nmay be adjusted by the Committee pursuant to Subparagraph 3(i), of:<\/p>\n<\/p>\n<\/p>\n

(i) the Schedule A Value of the Average Annual EPS Incentive Component (the
\n“Average Annual EPS Schedule A Value”) as of the last day of the Award Period,
\nas provided in Subparagraph 3(b);<\/p>\n<\/p>\n<\/p>\n

(ii) the Schedule A Value of the Average Annual Net Revenue Incentive
\nComponent (the “Average Annual Net Revenue Schedule A Value”) as of the last day
\nof the Award Period, as provided in Subparagraph 3(c);<\/p>\n<\/p>\n<\/p>\n

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

(iv) the Schedule A Value of the Relative Total Shareholder Return Incentive
\nComponent (the “Relative TSR Schedule A Value”) as of the last day of the Award
\nPeriod, as provided in Subparagraph 3(e).<\/p>\n<\/p>\n<\/p>\n

(b) Average Annual EPS Schedule A Value<\/u>. Except as otherwise provided
\nin this Paragraph 3, the Average Annual EPS Schedule A Value as of the last day
\nof the Award Period will be equal to (Xb<\/sub>) times (Yb<\/sub>),
\nwhere (Xb<\/sub>) equals the Average Annual EPS Incentive Payout Percentage,
\nif any, determined by the Committee in its sole discretion based on the Average
\nAnnual EPS (as that term is defined below) of the Company or of a unit of the
\nCompany, as the case may be, pursuant to the formula provided in Schedule A to
\nthis Agreement, and where (Yb<\/sub>) is the Average Annual EPS Target
\nValue. However, in no event will the Average Annual EPS Schedule A Value be
\ngreater than the Maximum Average Annual EPS Value, which equals the maximum
\nAverage Annual EPS Incentive Payout Percentage set forth in Schedule A to this
\nAgreement, times the Average Annual EPS Target Value.<\/p>\n<\/p>\n<\/p>\n

(c) Average Annual Net Revenue Schedule A Value<\/u>. Except as otherwise
\nprovided in this Paragraph 3, the Average Annual Net Revenue Schedule A Value as
\nof the last day of the Award Period will be equal to (Xc<\/sub>) times
\n(Yc<\/sub>), where (Xc<\/sub>) equals the Average Annual Net Revenue
\nIncentive Payout Percentage, if any, determined by the Committee in its sole
\ndiscretion based on the Average Annual Net Revenue (as that term is defined
\nbelow) of the Company or of a unit of the Company, as the case may be, pursuant
\nto the formula provided in Schedule A to this Agreement, and where
\n(Yc<\/sub>) is the Average Annual Net Revenue Target Value. However, in no
\nevent will the Average Annual Net Revenue Schedule A Value be greater than the
\nMaximum Average Annual Net Revenue Value, which equals the maximum Average
\nAnnual Net Revenue Incentive Payout Percentage set forth in Schedule A to this
\nAgreement, times the Average Annual Net Revenue Target Value.<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

(d) Average Annual ROE Schedule A Value<\/u>. Except as otherwise provided
\nin this Paragraph 3, the Average Annual ROE Schedule A Value as of the last day
\nof the Award Period will be equal to (Xd<\/sub>) times (Yd<\/sub>),
\nwhere (Xd<\/sub>) equals the Average Annual ROE Incentive Payout Percentage,
\nif any, determined by the Committee in its sole discretion based on the Average
\nAnnual ROE (as that term is defined below) of the Company or of a unit of the
\nCompany, as the case may be, pursuant to the formula provided in Schedule A to
\nthis Agreement, and where (Yd<\/sub>) is the Average Annual ROE Target
\nValue. However, in no event will the Average Annual ROE Schedule A Value be
\ngreater than the Maximum Average Annual ROE Value, which equals the maximum
\nAverage Annual ROE Incentive Payout Percentage set forth in Schedule A to this
\nAgreement, times the Average Annual ROE Target Value.<\/p>\n<\/p>\n<\/p>\n

(e) Relative TSR Schedule A Value<\/u>. Except as otherwise provided in
\nthis Paragraph 3, the Relative TSR Schedule A Value as of the last day of the
\nAward Period will be equal to (Xe<\/sub>) times (Ye<\/sub>), where
\n(Xe<\/sub>) equals the Relative TSR Incentive Payout Percentage, if any,
\ndetermined by the Committee in its sole discretion based on a comparison of the
\nAmex TSR and the S&P 500 TSR, pursuant to the formula provided in Schedule A
\nto this Agreement, and where (Ye<\/sub>) is the Relative TSR Target Value.
\nHowever, in no event will the Relative TSR Schedule A Value be greater than the
\nMaximum TSR Value, which equals the maximum Relative TSR Incentive Payout
\nPercentage set forth in Schedule A to this Agreement, times the Relative TSR
\nTarget Value.<\/p>\n<\/p>\n<\/p>\n

(f) Calculation<\/u>. In the application of Schedule A to this Agreement
\nafter the end of the Award Period for purposes of determining the Schedule A
\nValues pursuant to Subparagraphs 3(b), (c), (d) and (e):<\/p>\n<\/p>\n<\/p>\n

(i) if the Average Annual EPS is less than the level needed to have some
\nAverage Annual EPS Schedule A Value, there shall be no Average Annual EPS
\nSchedule A Value; and if the Average Annual EPS is equal to or greater than the
\nlevel to have some Average Annual EPS Schedule A Value, but less than or equal
\nto the maximum level, and the Average Annual EPS actually attained is not
\nrepresented in the table set forth on Schedule A, then the Average Annual EPS
\nSchedule A Value shall be determined by straight-line interpolation from the
\namounts specified in such table immediately less than and greater than the
\nAverage Annual EPS actually attained;<\/p>\n<\/p>\n<\/p>\n

(ii) if the Average Annual Net Revenue is less than the level needed to have
\nsome Average Annual Net Revenue Schedule A Value, there shall be no Average
\nAnnual Net Revenue Schedule A Value; and if the Average Annual Net Revenue is
\nequal to or greater than the level to have some Average Annual Net Revenue
\nSchedule A Value, but less than or equal to the maximum level, and the Average
\nAnnual Net Revenue actually attained is not represented in the table set forth
\non Schedule A, then the Average Annual Net Revenue Schedule A Value shall be
\ndetermined by straight-line interpolation from the amounts specified in such
\ntable immediately less than and greater than the Average Annual Net Revenue
\nactually attained;<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

(iii) if the Average Annual ROE is less than the level needed to have some
\nAverage Annual ROE Schedule A Value, there shall be no Average Annual ROE
\nSchedule A Value; and if the Average Annual ROE is equal to or greater than the
\nlevel to have some Average Annual ROE Schedule A Value, but less than or equal
\nto the maximum level, and the Average Annual ROE actually attained is not
\nrepresented in the table set forth on Schedule A, then the Average Annual ROE
\nSchedule A Value shall be determined by straight-line interpolation from the
\namounts specified in such table immediately less than and greater than the
\nAverage Annual ROE actually attained; and<\/p>\n<\/p>\n<\/p>\n

(iv) if the difference between the Amex TSR and the S&P 500 TSR is less
\nthan the level needed to have some Relative TSR Schedule A Value, there shall be
\nno Relative TSR Schedule A Value; and if the difference between the Amex TSR and
\nthe S&P 500 TSR is equal to or greater than the level to have some Relative
\nTSR Schedule A Value, but less than or equal to the maximum level, and the
\nactual difference between the Amex TSR and the S&P 500 TSR is not
\nrepresented in the table set forth on Schedule A, then the Relative TSR Schedule
\nA Value shall be determined by straight-line interpolation from the amounts
\nspecified in such table immediately less than and greater than the actual
\ndifference between the Amex TSR and the S&P 500 TSR.<\/p>\n<\/p>\n<\/p>\n

(g) Definitions<\/u>. For purposes of this Award, the following terms shall
\nhave the following meanings (which will take into account, in each case, the
\nexpenses and other financial effect for the applicable year(s) of portfolio
\ngrants under the Plan except as adjusted by the application of Subparagraphs
\n3(h) and 3(i)).<\/p>\n<\/p>\n<\/p>\n

(i) “Net Revenue” means, for any given year, the total managed revenue net of
\ninterest expense of the Company or of a segment or other part of the Company, as
\nthe case may be, for such year, as reported by the Company.<\/p>\n<\/p>\n<\/p>\n

(ii) “Average Annual Net Revenue” means, for the Award Period, the sum of the
\nNet Revenue for every year during the Award Period, divided by 3.<\/p>\n<\/p>\n<\/p>\n

(iii) “Net Income” means, for any given year, the after-tax net income (or
\nloss) of the Company or of a segment or other part of the Company, as the case
\nmay be, for such year, as reported by the Company and as adjusted below. The
\ncalculation of Net Income for any given year will be adjusted to exclude:<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

reported cumulative effect of accounting changes;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

reported income and losses from discontinued operations; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

reported extraordinary gains and losses as determined under generally
\naccepted accounting principles.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(iv) “Earnings Per Share” means, for any given year, the diluted earnings (or
\nloss) per share of the Company for such year, as determined by the Company. The
\ncalculation of Earnings Per Share, for any given year, will be adjusted in the
\nsame fashion as Net Income for such year.<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

(v) “Average Annual EPS” means, for the Award Period, the sum of the Earnings
\nPer Share for every year during the Award Period, divided by 3.<\/p>\n<\/p>\n<\/p>\n

(vi) “Annual Return on Equity” means, for any given year, the Net Income for
\nsuch year divided by the Average Annual Shareholders’ Equity for such year.<\/p>\n<\/p>\n<\/p>\n

(vii) “Average Annual ROE” means, for the Award Period, the sum of the Annual
\nReturn on Equity for every year in the Award Period, divided by 3.<\/p>\n<\/p>\n<\/p>\n

(viii) “Average Annual Shareholders’ Equity” means, for any given year, the
\nsum of the total shareholders’ equity of the Company or of a segment or other
\npart of the Company, as the case may be, as of the first day of such year and as
\nof the end of each month during such year (each as reported by the Company),
\ndivided by 13.<\/p>\n<\/p>\n<\/p>\n

(ix) “Annual ROE” means, for any given year, the Net Income for such year
\ndivided by the Average Annual Shareholders’ Equity for such year.<\/p>\n<\/p>\n<\/p>\n

(x) “Amex Total Shareholder Return” or “Amex TSR” means the compounded annual
\ngrowth rate, expressed as a percentage with one decimal point, in the value of a
\nshare of common stock in the Company due to stock appreciation and dividends,
\nassuming dividends are reinvested, during the Award Period. For this purpose,
\nthe “Beginning Stock Price” shall mean the average closing sales prices of the
\nCompany’s common stock on the New York Stock Exchange Composite Transaction Tape
\nfor the trading days in the month of ___________ immediately preceding the
\nbeginning of the Award Period; and, the “Ending Stock Price” shall mean the
\naverage closing sales prices of the Company’s common stock on the New York Stock
\nExchange Composite Transaction Tape for the trading days in the month of
\n___________ immediately preceding the Expiration Date. Where “Y” is the number
\nof fractional Shares resulting from the deemed reinvestment of dividends paid
\nduring the Award Period, the Amex TSR is calculated as follows:<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

(<\/p>\n<\/td>\n

\n

Ending Stock Price x (1 + Y)<\/u><\/p>\n

Beginning Stock Price<\/p>\n<\/td>\n

\n

)<\/p>\n<\/td>\n

\n

1\/3<\/p>\n<\/td>\n

\n

-1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(xi) “S&P 500 Total Shareholder Return” or “S&P 500 TSR” means the
\ncompounded annual growth rate, expressed as a percentage with one decimal point,
\nin the value of the S&P 500 Index during the Award Period, as determined
\nfrom information publicly reported by Standard & Poors Company (or the
\nentity that publishes such other index, as the case may be).<\/p>\n<\/p>\n<\/p>\n

(h) To the extent permissible for purposes of Section 162(m) of the Internal
\nRevenue Code of 1986, as amended (the “Code”), in the event of any change in the
\ncorporate capitalization of the Company, such as by reason of any stock split,
\nor a material corporate transaction, such as any merger of the Company into
\nanother corporation, any consolidation of the Company and one or more
\ncorporations into another corporation, any separation of the Company (including
\na spin-off or other distribution of stock or property by the Company), any
\nreorganization of the Company (whether or not such reorganization comes within
\nthe definition of such term in Section 368 of the Code), or any partial or
\ncomplete liquidation by the Company, other than a normal cash dividend, if the
\nCommittee shall determine that such a change equitably requires an adjustment in
\nthe calculation or terms of the Average Annual ROE, the Average Annual Net
\nRevenue, the Average Annual EPS or the Relative Total Shareholder Return
\nIncentive Component under this Award, on the grounds that any such change would
\nproduce an unreasonable value, such equitable adjustment will be made by the
\nCommittee. Any such determination by the Committee under this Subparagraph 3(h)
\nshall be final, binding and conclusive.<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

(i) As soon as practicable after the last day of the Award Period, the
\nCommittee may determine, in its sole discretion, that the sum of the Schedule A
\nValues (as initially determined in Subparagraphs 3(b), (c), (d) and (e)) may be
\nadjusted downward (that is, to a value of zero), but in no event upward, as
\nfollows:<\/p>\n<\/p>\n<\/p>\n

(i) Your Unit’s Results<\/u>. Downward by a percentage (ranging from
\n0-100%) of such initially determined sum, based on such criteria as the
\nCommittee shall deem appropriate relating to your unit’s results, with such
\nresultant sum being the “Initial Value”; provided that any such determination by
\nthe Committee need not be made in a uniform manner and may be made selectively
\namong holders of awards of portfolio grants in your unit, whether or not such
\naward holders are similarly situated.<\/p>\n<\/p>\n<\/p>\n

(ii) Your Individual Results<\/u>. The Initial Value may be adjusted
\nfurther downward by a percentage (ranging from 0-100%) of such Initial Value
\nafter the application of Subparagraph 3(i)(i), based on such criteria as the
\nCommittee shall deem appropriate relating to your individual results, with such
\nresultant sum being the “Final Value” (except as otherwise provided by Paragraph
\n8); provided that any such determination by the Committee need not be made in a
\nuniform manner and may be made selectively among holders of awards of portfolio
\ngrants, whether or not such award holders are similarly situated.<\/p>\n<\/p>\n<\/p>\n

(j) In no event may the Committee amend any provision hereof so as to
\nincrease or otherwise adjust upward the Schedule A Value of any component.<\/p>\n<\/p>\n<\/p>\n

(k) Subject to the limitations set forth in Paragraph 8, the Committee shall
\ndetermine the Schedule A Values, the Initial Value and the Final Value pursuant
\nto this Agreement, and such determinations by the Committee shall be final,
\nbinding and conclusive upon you and all persons claiming under or through you.\n<\/p>\n<\/p>\n<\/p>\n

(l) The Committee shall determine in its own discretion what portion of the
\nFinal Value, if any, shall be payable in cash (the “Cash Value”), and what
\nportion shall be denominated in Restricted Shares or Restricted Stock Units of
\nthe Company (the “RSA” or the “RSU”), in accordance with Paragraph 5 below. The
\nRSA or the RSU shall have the terms substantially as set forth in the form of
\nRestricted Share or Restricted Stock Unit awards granted generally under the
\nPlan, or its successor, except that the RSA or the RSU shall (A) vest pursuant
\nto a period determined in the Committee’s discretion, except that such vesting
\nperiod shall not be less than one year from date of grant, and (B) be
\nforfeitable only if your employment with the American Express companies
\nterminates by reason of voluntary resignation or terminates for cause (that is,
\nviolation of the Code of Conduct as in effect from time to time) prior to the
\napplicable vesting dates. The number of restricted shares or restricted stock
\nunits of the Company comprising the RSA or the RSU (the “Number of Restricted
\nShares” or the “Number of Restricted Stock Units”) shall be determined by
\ndividing such portion of the Final Value so designated by the Committee, if any,
\nby the closing price of the shares on the date that the Committee approves
\npayout of the Award, and shall be payable in the form of an RSA or an RSU in
\naccordance with Paragraph 5 below.<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

4. Death, Disability or Retirement<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) If, on or before the Payment Date set forth in Subparagraph 5(b), but
\nduring a period when you have been in continuous employment with the American
\nExpress companies since the Award Date, you terminate your employment with the
\nAmerican Express companies by reason of Disability at any time following the
\nAward Date or you die at any time following the Award Date, you will be entitled
\nto a payment equal to the Final Value multiplied by a fraction, the numerator of
\nwhich is the number of full months which have elapsed between the first day of
\nthe Award Period and the end of the month in which your termination of
\nemployment by reason of death or such Disability occurs (not to exceed 36), and
\nthe denominator of which is 36, and this purpose, to the extent not otherwise
\npreviously determined by the Committee, in the event of your Disability or
\ndeath, the Final Value for the Award Period shall be calculated by applying the
\nrate at which the expense for the Award was being accrued for purposes of the
\nCompany’s annual audited financial statement at the end of the last completed
\ncalendar quarter prior to your Disability or death, as applicable. Such amount,
\nif any, shall be payable within 90 days from the date of your Disability or
\ndeath (or such later date permitted by Section 409A of the Code and the Treasury
\nRegulations promulgated and other official guidance issued thereunder), and
\nunless otherwise determined by the Committee, in cash, common shares of the
\nCompany, or other property, or any combination thereof, and you and all others
\nclaiming under or through you shall not be entitled to receive any other amounts
\nunder this Award. For purposes of this Agreement, “Disability” means that you
\n(x) are unable to engage in any substantial gainful activity by reason of any
\nmedically determinable physical or mental impairment which can be expected to
\nresult in death or can be expected to last for a continuous period of not less
\nthan 12 months, or (y) are, by reason of any medically determinable physical or
\nmental impairment which can be expected to result in death or can be expected to
\nlast for a continuous period of not less than 12 months, receiving income
\nreplacement benefits for a period of not less than three months under an
\naccident and health plan covering employees of the Company. In making its
\ndetermination, the Committee shall be guided by the prevailing authorities
\napplicable under Section 409A of the Code.<\/p>\n<\/p>\n<\/p>\n

(b) If, on or before the Second Payment Date set forth in Subparagraph 5(b)
\nbut during a period when you have been in continuous employment with the
\nAmerican Express companies since the Award Date, you terminate your employment
\nwith the American Express companies by reason of retirement (as that term is
\ndefined by the Committee), and such event occurs more than one year after the
\nAward Date, then you generally will be entitled to a payment equal to the Final
\nValue multiplied by a fraction, the numerator of which is the number of full
\nmonths which have elapsed between the first day of the Award Period and the end
\nof the month in which your termination of employment by reason of such
\nretirement occurs (not to exceed 36), and the denominator of which is 36, unless
\nsuch termination occurs following the attainment of age 60, you will be entitled
\nto receive 50% of the Final Value you would otherwise forfeit under the above
\nformula; and provided further, that if such termination occurs following
\nattainment of age 62, you will be entitled to 100% of the Final Value. The Final
\nValue for this purpose shall be determined after the last day of the Award
\nPeriod in the normal course in accordance with Paragraph 3. Such amount, if any,
\nshall be payable in cash or Restricted Stock Units, as described in Paragraph
\n3(l) above, or other property, or any combination thereof, after the Award
\nPeriod in accordance with Paragraphs 5 and 6, and you and all others claiming
\nunder or through you shall not be entitled to receive any other amounts under
\nthis Award.<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

5. Payment of Award<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) As soon as practicable after the last day of the Award Period, or the
\nearlier date your continuous employment with American Express companies
\nterminates by reason of Disability or death in accordance with Paragraph 4, the
\nCommittee shall determine whether the conditions of Paragraph 2, and Paragraph 3
\nor 4, have been met and, if so, shall ascertain the Final Value, the Cash Value
\nand the Number of Restricted Shares or the Number of Restricted Stock Units, if
\nany, for the Award Period, in accordance with Paragraph 3 or 4, as the case may
\nbe.<\/p>\n<\/p>\n<\/p>\n

(b) If the Committee determines that there is no Average Annual EPS Schedule
\nA Value, no Average Annual Net Revenue Schedule A Value, no Average Annual ROE
\nSchedule A Value and no Relative TSR Schedule A Value, then this Award will be
\ncancelled. If the Committee determines that there is some Average Annual EPS
\nSchedule A Value, Average Annual Net Revenue Schedule A Value, Average Annual
\nROE Schedule A Value or Relative TSR Schedule A Value, however, the Cash Value
\nas determined pursuant to Paragraph 3 shall become payable to you in cash, and
\nthe Number of Restricted Shares or the Number of Restricted Stock Units shall be
\nissued to you in the form of a Restricted Share or Restricted Stock Unit award
\nunder the Plan, or its successor (except that the RSA or the RSU shall vest
\npursuant to a period determined in the Committee’s discretion, and such vesting
\nperiod shall not be less than one year from date of grant), or other property,
\nor any combination thereof, as soon as practicable following ________ __, 20__,
\nbut in no event later than 90 days thereafter (the “Payment Date”).<\/p>\n<\/p>\n<\/p>\n

6. Other Termination of Employment<\/u>. If, after the last day of the
\nAward Period and on or before the Payment Date, but during a period when you
\nhave been in continuous employment with the American Express companies since the
\nAward Date, your employment terminates with the American Express companies for
\nany reason other than death, Disability or retirement as set forth in Paragraph
\n4, then you and all others claiming under or through you shall not be entitled
\nto receive any amounts under this Award, except as otherwise determined by the
\nCommittee in its sole discretion.<\/p>\n<\/p>\n<\/p>\n

7. Deferral or Acceleration of Payment of Award<\/u>. Any payments to be
\nmade under this Award may be deferred or accelerated in such manner as the
\nCommittee shall determine; provided, however, that any such deferral or
\nacceleration must comply with the applicable requirements of Section 409A of the
\nCode. As to such a deferral of payment, any amount paid in excess of the amount
\nthat was originally payable to you under this Agreement will be based on a
\nreasonable interest rate as determined by the Committee, and as to such an
\nacceleration of payment to you under this Agreement, any amount so paid will be
\ndiscounted to reasonably reflect the time value of money as determined by the
\nCommittee.<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

8. Change in Control<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Notwithstanding anything in this Agreement to the contrary (except for
\nthe provision dealing with a limitation under Section 280G of the Code, and
\nexcept as otherwise provided by Paragraph 8(b) below), if there is a Change in
\nControl (as defined below) prior to the payment of the Award, your Final Value
\nof the Award determined under Section 3(i)(ii) of the Agreement may not be less
\nthan the Total Target Value of the Award multiplied by the Average Payout
\nPercentage (as defined below).<\/p>\n<\/p>\n<\/p>\n

(b) Notwithstanding anything in this Agreement to the contrary (except for
\nthe provision dealing with a limitation under Section 280G of the Code), if you
\nhave not received payment under the Agreement and, within two years after the
\ndate of a Change in Control (as defined below), you experience a separation from
\nservice (as that term is defined for purposes of Section 409A of the Code) that
\nwould otherwise entitle you to receive the payment of severance benefits under
\nthe provisions of the severance plan that is in effect and in which you
\nparticipate as of the date of such Change in Control, then:<\/p>\n<\/p>\n<\/p>\n

(i) you shall immediately be 100% vested in the Award;<\/p>\n<\/p>\n<\/p>\n

(ii) the Final Value of the Award will equal the Total Target Value of the
\nAward multiplied by the Average Payout Percentage (as defined below), but
\nprorated based on (a) the total number of full and partial months of the Award
\nPeriod which have elapsed between ________ __, 20__, and the date of such
\nseparation from service (not to exceed 36), divided by (b) the total number of
\nmonths in the Award Period; and<\/p>\n<\/p>\n<\/p>\n

(iii) such value of the Award shall be paid to you in cash within five days
\nafter the date of such separation from service.<\/p>\n<\/p>\n<\/p>\n

(c) “Average Payout Percentage” means the average of the payout percentages
\nfor you under the two portfolio grant awards that were paid by the Company
\nimmediately preceding the date of such Change in Control; provided, however, if
\nyou only received one portfolio grant award payment immediately preceding the
\ndate of the Change of Control, then such payout percentage and the payout
\npercentage for your unit for the portfolio grant award that immediately preceded
\nthe portfolio grant for which you received payment shall be used to determine
\nyour Average Payout Percentage; and provided further, if you have not received
\nany portfolio grant award payment prior to the date of the Change in Control,
\nthen your Average Payout Percentage shall be the average of the payout
\npercentages for your unit under the two portfolio grant awards that were paid by
\nthe Company immediately preceding the date of such Change in Control.<\/p>\n<\/p>\n<\/p>\n

(d) A “Change in Control” has that meaning as defined in American Express
\nSenior Executive Severance Plan, as amended from time to time.<\/p>\n<\/p>\n<\/p>\n

(e) The Committee may not amend or delete this Paragraph 8 of this Agreement
\nin a manner that is detrimental to you, without your written consent.<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

9. Tax Withholding and Furnishing of Information<\/u>. There shall be
\nwithheld from any payment of cash or vesting of restricted shares or restricted
\nstock units under this Award, such amount, if any, as the Company and\/or your
\nemployer determines is required by law, including, but not limited to, U.S.
\nfederal, state, local or foreign income, employment or other taxes incurred by
\nreason of making of the Award or of such payment. It shall be a condition to the
\nobligation of the Company to make payments under this Award that you (or those
\nclaiming under or through you) promptly provide the Company and\/or your employer
\nwith all forms, documents or other information reasonably required by the
\nCompany and\/or your employer in connection with the Award.<\/p>\n<\/p>\n<\/p>\n

10. Rights Not Assignable<\/u>. Except as otherwise determined by the
\nCommittee in its sole discretion, your rights and interests under the Award and
\nthe Plan may not be sold, assigned, transferred, or otherwise disposed of, or
\nmade subject to any encumbrance, pledge, hypothecation or charge of any nature,
\nexcept that you may designate a beneficiary pursuant to Paragraph 11. If you (or
\nthose claiming under or through you) attempt to violate this Paragraph 10, such
\nattempted violation shall be null and void and without effect, and the Company’s
\nobligation to make any further payments to you (or those claiming under or
\nthrough you) hereunder shall terminate.<\/p>\n<\/p>\n<\/p>\n

11. Beneficiary Designation<\/u>. Subject to the provisions of the Plan,
\nyou may, by completing a form acceptable to the Company and returning it to the
\nCorporate Secretary’s Office, at 200 Vesey Street, New York, New York 10285,
\nname a beneficiary or beneficiaries to receive any payment to which you may
\nbecome entitled under this Agreement in the event of your death. You may change
\nyour beneficiary or beneficiaries from time to time by submitting a new form to
\nthe Corporate Secretary’s Office at the same address. If you do not designate a
\nbeneficiary, or if no designated beneficiary is living on the date any amount
\nbecomes payable under this Agreement, such payment will be made to the legal
\nrepresentatives of your estate, which will be deemed to be your designated
\nbeneficiary under this Agreement.<\/p>\n<\/p>\n<\/p>\n

12. Administration<\/u>. Any action taken or decision made by the Company,
\nthe Board or the Committee or its delegates arising out of or in connection with
\nthe construction, administration, interpretation or effect of the Plan or this
\nAgreement shall lie within its sole and absolute discretion, as the case may be,
\nand shall be final, conclusive and binding upon you and all persons claiming
\nunder or through you. By accepting this Award or other benefit under the Plan,
\nyou and each person claiming under or through you shall be conclusively deemed
\nto have indicated acceptance and ratification of, and consent to, any action
\ntaken or decision made under the Plan by the Company, the Board or the Committee
\nor its delegates.<\/p>\n<\/p>\n<\/p>\n

13. Amendment<\/u>. This Agreement may be amended or terminated by the
\nCompany, the Board or the Committee at any time prior to a Change in Control of
\nthe Company. For the avoidance of doubt, you have no legally binding right to
\npayment under this Award until such payment is made to you.<\/p>\n<\/p>\n<\/p>\n

14. Change in Control Payments<\/u>. This Paragraph shall apply in the
\nevent of Change in Control.<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

(a) In the event that any payment or benefit received or to be received by
\nyou hereunder in connection with a Change in Control or termination of your
\nemployment (hereinafter referred to collectively as the “Payments”) will be
\nsubject to the excise tax referred to in Section 4999 of the Code (the “Excise
\nTax”), then the Payments shall be reduced to the extent necessary so that no
\nportion of the Payments is subject to the Excise Tax but only if (a) the net
\namount of all Total Payments (as hereinafter defined), as so reduced (and after
\nsubtracting the net amount of federal, state and local income and employment
\ntaxes on such reduced Total Payments) is greater than or equal to (b) the net
\namount of such Total Payments without any such reduction (but after subtracting
\nthe net amount of federal, state and local income and employment taxes on such
\nTotal Payments and the amount of Excise Tax to which you would be subject in
\nrespect of such unreduced Total Payments; provided, however, that you may elect
\nin writing to have other components of your Total Payments reduced, to the
\nextent permitted by Section 409A of the Code, 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: (A) all payments and benefits received or to be received by
\nyou in connection with such Change in Control or the termination of your
\nemployment, whether pursuant to the terms of this Plan or any other plan,
\narrangement or agreement with the Company, any Person whose actions result in
\nsuch Change in Control, or any Person affiliated with the Company or such Person
\n(collectively, “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(2)(A) or
\nSection 280G(b)(4)(A) of the Code; (B) no portion of the Total Payments the
\nreceipt or enjoyment of which you shall have waived at such time and in such
\nmanner as not to constitute a “payment” within the meaning of Section 280G(b) of
\nthe Code shall be taken into account; (C) all “excess parachute payments” within
\nthe meaning of Section 280G(b)(2) of the Code shall be treated as subject to the
\nExcise Tax unless, in the opinion of the Firm, such excess parachute payments
\n(in whole or in part) represent reasonable compensation for services actually
\nrendered (within the meaning of Section 280G(g)(4)(B) of the Code) in excess of
\nthe “base amount” (within the meaning of Section 280G(b)(3) of the Code)
\nallocable to such reasonable compensation, or are otherwise not subject to the
\nExcise Tax; and (D) the value of any non-cash benefits or any deferred payment
\nor benefit shall be determined by the Firm in accordance with the principles of
\nSections 280G(d)(3) and (4) of the Code and regulations or other guidance
\nthereunder. For purposes of determining whether any of your Payments shall be
\nreduced, you shall be deemed to pay federal income tax at the highest marginal
\nrate of federal income taxation (and state and local income taxes at the highest
\nmarginal rate of taxation in the state and locality of your residence, net of
\nthe maximum reduction in federal income taxes which could be obtained from
\ndeduction of such state and local taxes) in the calendar year in which the
\nPayments are made. The Firm will be paid reasonable compensation by the Company
\nfor its services.<\/p>\n<\/p>\n<\/p>\n

(c) As soon as practicable following a Change in Control, but in no event
\nlater than 30 days thereafter, if your Payments are proposed to be reduced, then
\nthe Company shall provide to you a written statement setting forth the manner in
\nwhich your Total Payments were calculated and the basis for such calculations,
\nincluding, without limitation, any opinions or other advice the Company has
\nreceived from the Firm or other advisors or consultants (and any such opinions
\nor advice which are in writing shall be attached to the statement).<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n

15. Miscellaneous<\/u>. Neither you nor any person claiming under or
\nthrough you shall have any right or interest, whether vested or otherwise, in
\nthe Plan or the Award, unless and until all of the terms, conditions and
\nprovisions of the Plan and this Agreement shall have been complied with. In
\naddition, neither the adoption of the Plan nor the execution of this Agreement
\nshall in any way affect the rights and powers of any person to dismiss or
\ndischarge you at any time from employment with the American Express companies.
\nNotwithstanding anything herein to the contrary, neither the Company nor any of
\nits Affiliates (as that term is defined in the Plan) nor their respective
\nofficers, directors, employees or agents shall have any liability to you (or
\nthose claiming under or through you) under the Plan, this Agreement or otherwise
\non account of any action taken, or decision not to take any action made, by any
\nof the foregoing persons with respect to the business or operations of the
\nCompany or any of its Affiliates (as that term is defined in the Plan), despite
\nthe fact that any such action or decision may adversely affect in any way
\nwhatsoever Average Annual EPS, Average Annual Net Revenue, Average Annual ROE or
\nother financial measures or amounts which are accrued or payable or any of your
\nother rights or interests under this Agreement.<\/p>\n<\/p>\n<\/p>\n

16. Governing Law<\/u>. The validity, construction, interpretation,
\nadministration and effect of this Agreement shall be governed by the substantive
\nlaws, but not the choice of law rules, of the State of New York.<\/p>\n<\/p>\n<\/p>\n

17. Section 409A Compliance<\/u>. This Agreement and the payment of the
\nAward hereunder are intended to comply with Section 409A of the Code and the
\nTreasury Regulations promulgated and other official guidance issued thereunder,
\nand this Agreement shall be administered and interpreted consistent with such
\nintent and the American Express Section 409A Compliance Policy, as amended from
\ntime to time, and any successor policy thereto. Notwithstanding any other
\nprovision of this Agreement, to the extent that you are a Specified Employee at
\nthe time of your separation from service and any payment is required to be
\ndelayed by six months pursuant to Section 409A of the Code, then such payment
\nshall be made, without interest, on the first day of the seventh month following
\nyour separation from service.<\/p>\n<\/p>\n<\/p>\n

18. FDIA Limitations<\/u>. Notwithstanding any other provision of this
\nAgreement to the contrary, any payments or benefits to you pursuant to this
\nAgreement, or otherwise, are subject to and conditioned upon their compliance
\nwith 12 USC Section 1828(k) and any regulations promulgated, or other guidance
\nissued, with respect thereto.<\/p>\n<\/p>\n<\/p>\n

19. Dodd-Frank Clawback<\/u>. Notwithstanding any other provision of this
\nAgreement to the contrary, in order to comply with Section 10D of the Securities
\nExchange Act of 1934, as amended, and any regulations promulgated, or national
\nsecurities exchange listing conditions adopted, with respect thereto
\n(collectively, the “Clawback Requirements”), if the Company is required to
\nprepare an accounting restatement due to the material noncompliance of the
\nCompany with any financial reporting requirements under the securities laws,
\nthen you 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 you 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<\/p>\n

12<\/p>\n

\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

AMERICAN EXPRESS COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

By the Compensation and Benefits<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Committee of the Board of Directors:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

J. LESCHLY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

P. CHERNIN<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

R. MCGINN<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

E. MILLER<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

R. WALTER<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Carol V. Schwartz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Carol V. Schwartz<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

Notwithstanding any contrary provision in the American Express Company
\n2007 Incentive Compensation Plan, as amended, the Company reserves the right to
\ncorrect nonmaterial clerical errors in, and make subsequent nonmaterial
\nclarifications to, any Award Agreement in the future, without prior notification
\nto participants.<\/em><\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n

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

\n

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

\n

PORTFOLIO GRANT<\/strong><\/p>\n

\n<\/p>\n

SCHEDULE A<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Maximum Payout Level<\/p>\n<\/td>\n<\/tr>\n

\n

Measure<\/p>\n<\/td>\n

\n

Weighting<\/p>\n<\/td>\n

\n

Threshold (0)<\/p>\n<\/td>\n

\n

Target (___)<\/p>\n<\/td>\n

\n

Maximum (___)<\/p>\n<\/td>\n<\/tr>\n

\n

Average Annual EPS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Average Annual Net Revenue<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Average Annual ROE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amex TSR Relative to S&P 500<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

For purposes of determining the Schedule A Value, if the Average Performance
\nPeriod Earnings Per Share, the Average Annual Net Revenue, the Average Annual
\nROE or the Amex TSR Relative to S&P 500 are equal to or greater than those
\nlevels needed to have some Schedule A Value and less than or equal to the
\nmaximum specified levels, and are not represented on the table, the Schedule A
\nValue shall be determined by straight-line interpolation from the amounts
\nspecified in such table immediately less than and greater than the amounts
\nactually attained.<\/p>\n<\/p>\n<\/p>\n

Note: the Award is designed to provide the Committee maximum
\nflexibility in determining an appropriate award amount, while maintaining the
\nability to deduct the amount of the Award. The tables produce the maximum
\ndeductible amount of the Award, and not the amount actually to be paid. The
\nCommittee uses negative discretion to reduce such amount as it deems
\nappropriate.<\/strong><\/p>\n<\/p>\n

14<\/p>\n

\n

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