{"id":40438,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/senior-executive-severance-plan-american-express-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"senior-executive-severance-plan-american-express-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/senior-executive-severance-plan-american-express-co.html","title":{"rendered":"Senior Executive Severance Plan – American Express Co."},"content":{"rendered":"

AMERICAN EXPRESS
\nSENIOR EXECUTIVE SEVERANCE PLAN<\/strong><\/p>\n

\n

(As amended and restated effective January 1,
\n2011)<\/strong><\/p>\n

\n

\n

EXHIBIT 10.30<\/strong><\/p>\n

AMERICAN EXPRESS
\nSENIOR EXECUTIVE SEVERANCE PLAN
\n(As amended and restated effective January 1, 2011)<\/strong><\/p>\n

TABLE OF CONTENTS<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

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

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

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

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

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

<\/td>\n\n

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

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

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

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

Article 2<\/p>\n<\/td>\n

<\/td>\n\n

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

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

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

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

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

<\/td>\n\n

Amount of Benefits<\/p>\n<\/td>\n

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

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

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

Article 4<\/p>\n<\/td>\n

<\/td>\n\n

Method of Payment<\/p>\n<\/td>\n

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

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

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

Article 5<\/p>\n<\/td>\n

<\/td>\n\n

Administration of the Plan<\/p>\n<\/td>\n

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

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

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

Article 6<\/p>\n<\/td>\n

<\/td>\n\n

Adopting Companies and Plan Mergers<\/p>\n<\/td>\n

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

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

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

Article 7<\/p>\n<\/td>\n

<\/td>\n\n

Amendment and Termination<\/p>\n<\/td>\n

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

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

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

Article 8<\/p>\n<\/td>\n

<\/td>\n\n

Financial Provisions<\/p>\n<\/td>\n

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

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

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

Article 9<\/p>\n<\/td>\n

<\/td>\n\n

Liability and Indemnification<\/p>\n<\/td>\n

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

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

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

Article 10<\/p>\n<\/td>\n

<\/td>\n\n

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

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

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

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

Schedule A<\/p>\n<\/td>\n

<\/td>\n\n

Schedule for Severance Pay Benefits<\/p>\n<\/td>\n

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

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

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

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT 10.30<\/strong><\/p>\n

AMERICAN EXPRESS
\nSENIOR EXECUTIVE SEVERANCE PLAN
\n(As amended and restated effective January 1, 2011)<\/strong><\/p>\n

INTRODUCTION<\/strong><\/p>\n

The Board of Directors of American Express Company established the American
\nExpress Senior Executive Severance Plan effective as of January l, l994, to
\nprovide for severance benefits for certain eligible executive officers of
\nAmerican Express Company and its participating subsidiaries whose employment is
\nterminated under certain conditions. Severance benefits under the Plan are to be
\nprovided to such eligible executives in exchange for a signed agreement that
\nincludes a release of all claims.<\/p>\n

ARTICLE 1
\nDEFINITIONS<\/strong><\/p>\n

1.1 “Administration Committee<\/u>” means the Committee established and
\nappointed by the Board of Directors or by a committee of the Board of Directors.\n<\/p>\n

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

1.3 “Annualized Compensation<\/u>” means, for an Employee for a given year,
\nthe Employee’s annualized compensation based upon the annual rate of pay for
\nservices provided to the Employing Company for the taxable year of the Employee
\nfor the year preceding the given year in which the Employee has a Separation
\nfrom Service (adjusted for any increases during the given year that was expected
\nto continue indefinitely if the Employee had not had a Separation from Service),
\ndetermined in accordance with Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury
\nRegulations.<\/p>\n

1.4 “Base Salary<\/u>” means the regular basic cash remuneration before
\ndeductions for taxes and other items withheld, payable to an Employee for
\nservices rendered to an Employing Company, but not including pay for bonuses,
\nincentive compensation, special pay, awards or commissions.<\/p>\n

1.5 “Board of Directors<\/u>” means the board of directors of the Company.\n<\/p>\n

1.6 “Bonus<\/u>” means annual incentive compensation paid to an Employee
\nover and above Base Salary earned and paid in cash or otherwise under any
\nexecutive bonus or sales incentive plan or program of an Employing Company.
\nAnnual incentive compensation shall not include incentive compensation with a
\nperformance period longer than one year (e.g., performance grant awards), but
\nshall include restricted stock awards expressly granted in lieu of cash
\nsupplemental annual incentive awards.<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

1.7 “Change in Control<\/u>” means the happening of any of the following:\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 percent or more of either (i)
\nthe then outstanding common shares of the Company (the “Outstanding Company
\nCommon Shares”) 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 Section 1.7(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 percent or more
\nof the Outstanding Company Common Shares or Outstanding Company Voting
\nSecurities as a result of the acquisition of Outstanding Company Common Shares
\nor Outstanding Company Voting Securities by the Company which, by reducing the
\nnumber of Outstanding Company Common Shares or Outstanding Company Voting
\nSecurities, increases the proportional number of shares beneficially owned by
\nthe Subject Person; provided, that if a Change in Control would be deemed to
\nhave occurred (but for the operation of this sentence) as a result of the
\nacquisition of Outstanding Company Common Shares or Outstanding Company Voting
\nSecurities by the Company, and after such share acquisition by the Company, the
\nSubject Person becomes the beneficial owner of any additional Outstanding
\nCompany Common Shares or Outstanding Company Voting Securities which increases
\nthe percentage of the Outstanding Company Common Shares or Outstanding Company
\nVoting Securities beneficially owned by the Subject Person, then a Change in
\nControl shall then be deemed to have occurred; or<\/p>\n

(b) Individuals who, as of the date hereof, constitute the Board of Directors
\n(the “Incumbent Board”) cease for any reason to constitute at least a majority
\nof the Board of Directors; provided, however, that any individual becoming a
\ndirector subsequent to the date hereof whose election, or nomination for
\nelection by the Company’s shareholders, was approved by a vote of at least a
\nmajority of the directors then comprising the Incumbent Board shall be
\nconsidered as though such individual were a member of the Incumbent Board, but
\nexcluding, for<\/p>\n

2<\/p>\n

\n

\n

this purpose, any such individual whose initial assumption of office occurs
\nas a result of either an actual or threatened election contest or other actual
\nor threatened solicitation of proxies or consents by or on behalf of a Person
\nother than the Board of Directors, including by reason of agreement intended to
\navoid or settle any such actual or threatened contest or solicitation; or<\/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 percent of the then
\noutstanding shares of common stock and the combined voting power of the then
\noutstanding voting securities entitled to vote generally in the election of
\ndirectors, as the case may be, of the corporation resulting from Business
\nCombination (including, without limitation, a corporation that, as a result of
\nsuch transaction, 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 of 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 percent or more of the Outstanding Company Common Shares or Outstanding
\nCompany Voting Securities, as the case may be) beneficially owns, directly or
\nindirectly, 25 percent or more of, respectively, the then outstanding shares of
\ncommon stock of the corporation resulting from such Business Combination (or any
\nparent thereof) or the combined voting power of the then outstanding voting
\nsecurities of such corporation entitled to vote generally in the election of
\ndirectors and (iii) at least a majority of the members of the board of directors
\nof the corporation resulting from such Business Combination (or any parent
\nthereof) were members of the Incumbent Board at the time of the execution of the
\ninitial agreement or action of the Board of Directors providing for such
\nBusiness Combination; or<\/p>\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
\npercent of, respectively, the then outstanding shares of common stock of such
\ncorporation and the combined voting power of the then outstanding voting
\nsecurities of such corporation (or any parent thereof) entitled to vote
\ngenerally in the election of directors is then beneficially owned, directly or
\nindirectly, by all or substantially all of the individuals and entities who were
\nthe beneficial owners, respectively, of the Outstanding Company Common Shares
\nand Outstanding Company Voting Securities immediately prior to such sale, lease,
\nexchange or other disposition in substantially the same proportions as their
\nownership immediately prior to such sale, lease, exchange or other disposition
\nof such Outstanding Company Common Shares and Outstanding Company Voting Shares,
\nas the case may be, (ii) no Person (excluding the Company and any employee
\nbenefit plan (or related trust)) of the Company or a Subsidiary or of such
\ncorporation or a subsidiary thereof and any Person beneficially owning,
\nimmediately prior to such sale, lease, exchange or other disposition, directly
\nor indirectly, 25 percent or more of the Outstanding Company<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

Common Shares or Outstanding Company Voting Securities, as the case may be)
\nbeneficially owns, directly or indirectly, 25 percent or more of respectively,
\nthe then outstanding shares of common stock of such corporation (or any parent
\nthereof) and the combined voting power of the then outstanding voting securities
\nof such corporation (or any parent thereof) entitled to vote generally in the
\nelection of directors and (iii) at least a majority of the members of the board
\nof directors of such corporation (or any parent thereof) were members of the
\nIncumbent Board at the time of the execution of the initial agreement or action
\nof the Board of Directors providing for such sale, lease, exchange or other
\ndisposition of assets of the Company; or<\/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

1.8 “Code<\/u>” means the Internal Revenue Code of 1986, as amended from
\ntime to time.<\/p>\n<\/p>\n

1.9 “Committee<\/u>” means the Compensation and Benefits Committee of the
\nBoard of Directors or any successor committee appointed by the Board of
\nDirectors.<\/p>\n<\/p>\n

1.10 “Company<\/u>” means American Express Company, a New York corporation,
\nits successors and assigns.<\/p>\n<\/p>\n

1.11 “Comparable Position<\/u>” means a job with the Company, an Employing
\nCompany, an Affiliated Company or successor company at the same or higher Base
\nSalary as an Employee’s current job and at a work location within reasonable
\ncommuting distance from an Employee’s home, as determined by such Employee’s
\nEmploying Company. For Employees in the Employing Company’s international
\nexpatriate program, Comparable Position means a job with an Employing Company,
\nan Affiliated Company or successor company at the same or higher Base Salary as
\nan Employee’s current job and at a work location in the Employee’s country of
\nassignment, home country or career base country.<\/p>\n<\/p>\n

1.12 “Completed Years of Service<\/u>” means the number of full one year
\nperiods that have transpired since the Employee’s original date of hire or, in
\nthe case of someone who has incurred a break in service, the date of rehire,
\nthrough the Employee’s Separation from Service with the Company.<\/p>\n<\/p>\n

1.13 “Constructive Termination<\/u>” means a Separation from Service by an
\nEmployee from an Employing Company as a result of one or more of the following
\nwithout the Employee’s written consent within two years after a Change in
\nControl (each of the following, a “Good Reason”):<\/p>\n<\/p>\n

(a) a material reduction in Base Salary, except for across-the-board changes
\nsimilarly affecting all Employees of the Employing Company and all Employees of
\nany Person in control of the Employing Company, or any material reduction in the
\naggregate of the Employee’s annual and long term incentive opportunity, in each
\ncase from that in effect immediately prior to the Change in Control;<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

(b) the Employing Company’s requirement that the Employee be based more than
\n50 miles from the location at which the Employee was based immediately prior to
\nthe Change in Control and which location is more than 35 miles from the
\nEmployee’s residence;<\/p>\n<\/p>\n

(c) the assignment to the Employee of any duties that are materially
\ninconsistent with the Employee’s duties prior to the Change in Control; or<\/p>\n<\/p>\n

(d) a significant reduction in the Employee’s position, duties, or
\nresponsibilities from those in effect prior to the Change in Control.<\/p>\n<\/p>\n

The Employee shall notify the Employing Company within 30 days after the
\noccurrence of an event giving rise to a Good Reason and the Employing Company
\nshall have 30 days to remedy the condition, and if remedied by the Employing
\nCompany within such 30-day period, no Good Reason shall exist on account of the
\nremedied event. A “Constructive Termination” is intended to qualify as an
\ninvoluntary separation from service for purposes of Section 409A, and this
\ndefinition of “Constructive Termination” shall be administered and interpreted
\nconsistent with such intention.<\/p>\n<\/p>\n

1.14 “Defined Termination<\/u>” means a Separation from Service of an
\nEmployee within two years after a Change in Control that occurs as a result of
\neither: (a) an Involuntary Termination, or (b) a Constructive Termination.<\/p>\n<\/p>\n

1.15 “Employee<\/u>” means any person, at the senior executive level as
\ndefined by the Administration Committee, paid through the payroll function of
\nthe Employing Company (as opposed to the accounts payable function of the
\nEmploying Company) and employed on a regular full-time basis (i.e., an employee
\nwhose scheduled workweek is consistent with the standard workweek schedule of a
\nbusiness unit or department) or regular part-time basis (i.e., an employee who
\nis scheduled to work at least 20 hours per week, but fewer than the hours of a
\nregular full-time employee) by an Employing Company, who receives from an
\nEmploying Company a regular stated compensation and an annual IRS Form W-2;
\nprovided, however, that an Employing Company or operating business unit thereof,
\ndue to business, marketplace or employee relations reasons, may, in its sole
\ndiscretion, by policy exclude from the definition of Employee under the Plan any
\ncategory or level of employee employed in a non-exempt, exempt or executive
\nlevel position or in an initial probationary or trial period of employment. The
\nterm “Employee” shall not include any person who has entered into an independent
\ncontractor agreement, consulting agreement, franchise agreement or any similar
\nagreement with an Employing Company, nor the employees of any such person,
\nregardless of whether that person (including his or her employees) is later
\nfound to be an employee by any court of law or regulatory authority.<\/p>\n<\/p>\n

1.16 “Employing Company<\/u>” means the Company and such of its
\nsubsidiaries and affiliated companies and other trades or businesses as have
\nadopted the Plan and have been admitted to participation by the Committee or any
\none or more of them, and any corporation or other entity succeeding to the
\nrights and assuming the obligations of any such company hereunder in the manner
\ndescribed in Section 6.1.<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

1.17 “ERISA<\/u>” means the Employee Retirement Income Security Act of
\nl974, as amended from time to time.<\/p>\n<\/p>\n

1.18 “Executive Officer<\/u>” means an employee of the Company or one of
\nits subsidiaries who is in a position which is designated by the Board of
\nDirectors of the Company as a position which is subject to the reporting
\nrequirements under Section 16(a) of the Securities Exchange Act of 1934, as
\namended, and the rules and regulations promulgated thereunder in respect of the
\nequity securities of the Company; provided, however, that the Comptroller of the
\nCompany (although subject to the above reporting requirements) shall not be
\ndeemed to be an Executive Officer.<\/p>\n<\/p>\n

1.19 “Good Cause<\/u>” means a discontinuance of an Employee’s employment
\nby an Employing Company upon one of the following:<\/p>\n<\/p>\n

(a) the Employee’s Willful and continued failure to adequately perform
\nsubstantially all of the Employee’s duties with the Employing Company;<\/p>\n<\/p>\n

(b) the Employee’s Willful engagement in conduct which is demonstrably and
\nmaterially injurious to the Employing Company or an affiliate thereof,
\nmonetarily or otherwise; or<\/p>\n<\/p>\n

(c) the Employee’s conviction of a felony.<\/p>\n<\/p>\n

1.20 “Involuntary Termination<\/u>” means any involuntary Separation from
\nService by an Employee from an Employing Company for reasons other than Good
\nCause within two years after a Change in Control. An “Involuntary Termination”
\nis intended to qualify as an involuntary separation from service for purposes of
\nSection 409A, and this definition of “Involuntary Termination” shall be
\nadministered and interpreted consistent with such intention.<\/p>\n<\/p>\n

1.21 “Leave of Absence<\/u>” means the period during which an Employee is
\nabsent from work pursuant to a leave of absence granted by an Employing Company
\nwhere such leave of absence does not result in a Separation from Service.<\/p>\n<\/p>\n

1.22 “Mutually Satisfactory Resignation<\/u>” means an Employee’s
\nresignation where the Employing Company would have terminated the Employee’s
\nservices if the Employee did not voluntarily resign, and the Employee was aware
\nof that fact. A “Mutually Satisfactory Resignation” is intended to qualify as an
\ninvoluntary separation from service for purposes of Section 409A, and this
\ndefinition of “Mutually Satisfactory Resignation” shall be administered and
\ninterpreted consistent with such intention.<\/p>\n<\/p>\n

1.23 “Plan<\/u>” means the American Express Senior Executive Severance
\nPlan, as set forth herein and as hereafter amended from time to time.<\/p>\n<\/p>\n

1.24 “Plan Year<\/u>” means a calendar year.<\/p>\n<\/p>\n

1.25 “Policy<\/u>” means the American Express Section 409A Compliance
\nPolicy, as amended from time to time, and any successor policy thereto.<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

1.26 “Predecessor Company<\/u>” means any corporation or unincorporated
\nentity heretofore or hereafter merged or consolidated with or otherwise absorbed
\nby an Employing Company or any substantial part of the business of which has
\nbeen or shall be acquired by an Employing Company.<\/p>\n<\/p>\n

1.27 “Retirement<\/u>” means a Separation from Service that qualifies as a
\n“normal retirement,” as defined in and meeting the terms and conditions of the
\nAmerican Express Retirement Savings Plan, as amended from time to time, and any
\nsuccessor plan thereto.<\/p>\n<\/p>\n

1.28 “Section 409A<\/u>” means Section 409A of the Code, and the Treasury
\nRegulations promulgated and other official guidance issued thereunder.<\/p>\n<\/p>\n

1.29 “Section 409A Change in Control<\/u>” means a “change in the
\nownership,” a “change in the effective control” or a “change in the ownership of
\na substantial portion of the assets” of the Employing Company, each as
\ndetermined in accordance with Section 409A.<\/p>\n<\/p>\n

1.30 “Section 401(a)(17) Limit<\/u>” means, with respect to a given year,
\nthe maximum amount that may be taken into account under a qualified plan
\npursuant to Section 401(a)(17) of the Code for such year, determined in
\naccordance with Section 1.409A-1(b)(9)(iii)(A)(2) of the Treasury Regulations.\n<\/p>\n<\/p>\n

1.31 “Separation from Service<\/u>” means a “separation from service” for
\npurposes of Section 409A, as determined in accordance with the Policy.<\/p>\n<\/p>\n

1.32 “Separation Period<\/u>” means the period of time over which an
\nEmployee receives severance benefits under the Plan in substantially equal
\ninstallment payments, which shall be equal to the number of weeks of severance
\nbenefits to which the Employee is entitled pursuant to Schedule A hereto.<\/p>\n<\/p>\n

1.33 “Willful<\/u>” means that an act or failure to act on an Employee’s
\npart is done, or omitted to be done, by the Employee in a manner that is not in
\ngood faith, and that is without reasonable belief that such action or omission
\nwas in the best interests of an Employing Company.<\/p>\n<\/p>\n

ARTICLE 2
\nPARTICIPATION<\/strong><\/p>\n

\n

2.1 Eligibility to Receive Benefits<\/u>. Subject to Section 2.2, each
\nEmployee shall be eligible to receive benefits under the Plan in the event of
\nsuch Employee’s Separation from Service from an Employing Company for one of the
\nfollowing reasons:<\/p>\n<\/p>\n

(a) reduction in force;<\/p>\n<\/p>\n

(b) position elimination;<\/p>\n<\/p>\n

(c) office closing;<\/p>\n<\/p>\n

(d) poor performance;<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

(e) Mutually Satisfactory Resignation;<\/p>\n<\/p>\n

(f) relocation of an employee’s current position that does not meet the
\ndefinition of Comparable Position; or<\/p>\n<\/p>\n

(g) Defined Termination (notwithstanding any provision of Section 2.3).<\/p>\n<\/p>\n

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

2.3 Ineligibility for Participation<\/u>. An Employee is ineligible to
\nreceive benefits under the Plan in the event his Separation from Service by an
\nEmploying Company for a reason other than those enumerated in Section 2.1,
\nincluding, but not limited to, the following:<\/p>\n<\/p>\n

(a) voluntary resignation;<\/p>\n<\/p>\n

(b) failure to report for work;<\/p>\n<\/p>\n

(c) failure to return from leave;<\/p>\n<\/p>\n

(d) return from a Leave of Absence which extends beyond the policy
\nreinstatement period, if applicable, and no position is available;<\/p>\n<\/p>\n

(e) excessive absenteeism or lateness;<\/p>\n<\/p>\n

(f) merger, acquisition, sale, transfer, outsourcing or reorganization of all
\nor part of the Employing Company or any affiliate thereof where either (i) a
\nComparable Position is offered with, or (ii) the Employee accepts any position
\n(regardless of whether it is a Comparable Position) with, a successor company,
\nwhether affiliated or unaffiliated with the Employing Company, including an
\noutside contractor, and whether or not the successor company adopts the Plan;\n<\/p>\n<\/p>\n

(g) violation of a policy or procedure of the Employing Company,
\ninsubordination, unwillingness to perform the duties of a position, suspected
\ndishonesty, or other misconduct;<\/p>\n<\/p>\n

(h) Retirement, including the acceptance of any Employing Company sponsored
\nretirement incentive; provided, however, that in the event an Employee is
\notherwise<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

eligible for a severance pay benefit in accordance with Section 2.1 and also
\neligible for Retirement, the Employee shall be eligible to receive benefits
\nunder the Plan in accordance with Article 3; or<\/p>\n<\/p>\n

(i) death.<\/p>\n<\/p>\n

ARTICLE 3
\nAMOUNT OF BENEFITS<\/strong><\/p>\n

\n

3.1 Amount of Benefits<\/u>. The severance benefit payable to an eligible
\nEmployee under the Plan shall be based on his Completed Years of Service and
\nposition with the Company, Employing Company or Affiliated Company. The formula
\nfor determining an Employee’s severance benefit payment shall be calculated by
\nfirst adding together (a) the Employee’s annual Base Salary in effect
\nimmediately prior to the date of Separation from Service and (b) the last annual
\nBonus paid to the Employee as of the date management tenders to him the
\nAgreement required pursuant to Section 3.5. In the case of a recently hired
\nEmployee who has not yet received a Bonus, the Employee’s designated target
\nBonus may be used as the Section 3.1(b) portion of the foregoing calculation.
\nThe sum of Section 3.1(a) and (b) shall then be divided by 52 to calculate the
\nweekly severance benefit (the “Weekly Severance Benefit Amount”). The amount of
\nthe total severance benefit (the “Gross Severance Benefit Amount”) shall be
\ndetermined by multiplying the Weekly Severance Benefit Amount by the number of
\nweeks of severance benefits to which the Employee is entitled pursuant to
\nSchedule A hereto. The number of weeks over which severance benefits are payable
\nunder the Plan to any eligible Employee who is not an Executive Officer shall
\nnot exceed 78 weeks, and the number of weeks over which severance benefits are
\npayable under the Plan to any eligible Employee who is an Executive Officer
\nshall not exceed 104 weeks. The total amount of severance calculated pursuant to
\nSchedule A hereto shall not exceed 78 weeks for Employees who are not Executive
\nOfficers or 104 weeks for Executive Officers.<\/p>\n<\/p>\n

3.2 Limitations on Amount of Severance Benefits<\/u>. To the extent
\npermissible under Section 409A, benefits payable under the Plan to an Employee
\nshall be inclusive of and offset by any other severance, redundancy or
\ntermination payment made by an Employing Company to the Employee, including, but
\nnot limited to, any amounts paid pursuant to federal, state, local or foreign
\ngovernment worker notification (e.g., Worker Adjustment and Retraining
\nNotification Act) or office closing requirements, any amounts owed the Employee
\npursuant to a contract with the Employing Company (unless the contract
\nspecifically provides otherwise) and amounts paid to an Employee placed in a
\ntemporary layoff status (often referred to as a furlough) which immediately
\nprecedes the commencement of the severance payments.<\/p>\n<\/p>\n

3.3 Reemployment<\/u>. In the event an Employee is reemployed by the
\nEmploying Company or an Affiliated Company within the period covered by the
\nschedule of severance benefits on Schedule A hereto, the severance benefits, if
\nany, that are in excess of the number of weeks between the Separation from
\nService and the rehire date shall be repaid by the Employee or withheld by the
\nEmploying Company, as the case may be; and any benefits withheld or repaid shall
\nbe forfeited by the Employee. In the further event an eligible Employee who is
\nreceiving severance benefits under the Plan is later rehired by an Employing
\nCompany or an Affiliated Company, and employment later terminates under
\nconditions making such Employee eligible for<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

severance benefits under the Plan, the amount of the second severance benefit
\nwill be based on such Employee’s actual date of reemployment and not the
\noriginal date of employment.<\/p>\n<\/p>\n

3.4 Withholding Tax<\/u>. The Employing Company shall deduct from the
\namount of any severance benefits payable under the Plan, any amount required to
\nbe withheld by the Employing Company by reason of any law or regulation, for the
\npayment of taxes or otherwise to any federal, state, local or foreign
\ngovernment. In determining the amount of any applicable tax, the Employing
\nCompany shall be entitled to rely on the number of personal exemptions on the
\nofficial form(s) filed by the Employee with the Employing Company for purposes
\nof income tax withholding on regular wages.<\/p>\n<\/p>\n

3.5 Requirement of Signed Agreement<\/u>. Receipt of severance benefits
\nunder the Plan is conditioned upon the Employee signing an agreement with the
\nEmployee’s Employing Company in a form satisfactory to the Company and in
\naccordance with the requirements of applicable law (the “Agreement”). The
\nAgreement must include a release of claims and may include whatever other terms
\nthe Employing Company deems appropriate, including restrictive covenants. If the
\nterms of the Agreement are found to be legally unenforceable, the Employee must
\nreturn any severance benefits paid pursuant to Section 3.1 of the Plan plus the
\nvalue of any long term incentive awards which vested during the Separation
\nPeriod; provided, however, that in the event the Employee has a Defined
\nTermination, such restrictive covenants shall (a) be reasonable under the
\napplicable facts and circumstances; (b) include the following (i)
\nnon-solicitation of customers and employees; (ii) confidentiality of business
\ndata; (iii) full release of claims; and (iv) non-denigration of the Company and
\nits affiliates, and their officers, directors and agents; and (c) not include
\nany non-competition limitations. Notwithstanding anything herein to the
\ncontrary, the Company shall, for a period of two years and one day following a
\nChange in Control, be prohibited from entering into any agreement with an
\nEmployee, which contains a more expansive Competitor List (as provided in
\nParagraph 2 of the “Consent to the Application of Forfeiture and Detrimental
\nConduct Provisions to Incentive Compensation Plan Awards”) than that which was
\nin effect for such Employee immediately prior to the date of such Change in
\nControl. If an Employee has already signed the Agreement required by this
\nSection 3.5 prior to the date of a Change in Control, the Employee is not
\neligible to receive any benefits that would otherwise be triggered by a Change
\nin Control, except as provided by Section 4.1(g).<\/p>\n<\/p>\n

3.6 Excise Tax<\/u>.<\/p>\n<\/p>\n

(a) This Section 3.6 shall apply in the event of a Change in Control.<\/p>\n<\/p>\n

(b) In the event that any payment or benefit received or to be received by an
\nEmployee hereunder in connection with a Change in Control or such Employee’s
\nSeparation from Service (such payments and benefits hereinafter referred to
\ncollectively as the “Payments<\/u>“), will be subject to the excise tax (the
\n“Excise Tax<\/u>“) referred to in Section 4999 of the Code, then the Payments
\nshall be reduced to the extent necessary so that no portion of the Payments is
\nsubject to the Excise Tax but only if (A) the net amount of all Total Payments
\n(as hereinafter defined), as so reduced (and after subtracting the net amount of
\nfederal, state and local income and employment taxes on such reduced Total
\nPayments), is greater than or equal to (B) the net amount of such Total Payments
\nwithout any such reduction (but after subtracting the net amount<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

of federal, state and local income and employment taxes on such Total
\nPayments and the amount of Excise Tax to which an Employee would be subject in
\nrespect of such unreduced Total Payments); provided, however, that the Employee
\nmay elect in writing to have other components of his or her Total Payments
\nreduced prior to any reduction in the Payments hereunder.<\/p>\n<\/p>\n

(c) 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
\nan Employee in connection with such Change in Control or such Employee’s
\nSeparation from Service, whether pursuant to the terms of the Plan or any other
\nplan, arrangement or agreement with the Company, any Person (as such term is
\ndefined in Section 1.7) whose actions result in such Change in Control or any
\nPerson affiliated with the Company or such Person (all such payments and
\nbenefits being hereinafter referred to as the “Total Payments<\/u>“), shall be
\ntreated as “parachute payments” (within the meaning of Section 280G(b)(2) of the
\nCode) unless, in the opinion of the accounting firm which was, immediately prior
\nto the Change in Control, the Company’s independent auditor, or if that firm
\nrefuses to serve, by another qualified firm, whether or not serving as
\nindependent auditors, designated by the Administration Committee (the
\n“Firm<\/u>“), such payments or benefits (in whole or in part) do not
\nconstitute parachute payments, including by reason of Section 280G(b)(2)(A) or
\nSection 280G(b)(4)(A) of the Code; (ii) no portion of the Total Payments the
\nreceipt or enjoyment of which the Employee shall have waived at such time and in
\nsuch 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 there under. For purposes of determining whether any Payments in
\nrespect of a Employee shall be reduced, the Employee 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 Employee’s residence, net of the maximum reduction in
\nfederal 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

(d) As soon as practicable following a Change in Control, but in no event
\nlater than 30 days thereafter, the Company shall provide to each Employee with
\nrespect to whom it is proposed that Payments be reduced, a written statement
\nsetting forth the manner in which the Total Payments in respect of such Employee
\nwere calculated and the basis for such calculations, including, without
\nlimitation, any opinions or other advice the Company has received from the Firm
\nor other advisors or consultants (and any such opinions or advice which are in
\nwriting shall be attached to the statement).<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

ARTICLE 4
\nMETHOD OF PAYMENT<\/strong><\/p>\n

\n

4.1 Payment<\/u>.<\/p>\n<\/p>\n

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

(b) If the severance benefits provided under the Plan qualify for the
\ninvoluntary separation pay exception under Section 409A, the Employee is a
\n“specified employee” (for purposes of Section 409A and as determined in
\naccordance with the Policy) on the date of his Separation from Service, and the
\ntotal amount of benefits to be paid to the Employee during the six-month period
\nfollowing his Separation from Service is more than two times the lesser of the
\nEmployee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the
\nyear in which the Separation from Service occurs, then:<\/p>\n<\/p>\n

(i) the severance benefits to be paid during the six-month period following
\nthe Employee’s Separation from Service shall be two times the lesser of the
\nEmployee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the
\nyear in which the Separation from Service occurs, divided by the number of
\nseverance payments to be made during such six-month period (given the normal
\npayroll schedule applicable to the Employee);<\/p>\n<\/p>\n

(ii) the difference between the amount of the severance benefits actually
\npaid by the Company or Employing Company pursuant to Section 4.1(b)(i) and the
\namount the Employee would have received during such six-month period but for the
\napplication of Section 4.1(b)(i), shall be paid to the Employee on the first
\npayroll date immediately following the first day of the seventh month following
\nthe Employee’s Separation from Service; and<\/p>\n<\/p>\n

(iii) the balance of the severance benefits to be paid for the remainder of
\nthe Separation Period following the expiration of the six-month period shall be
\npaid in accordance with Section 4.1(a).<\/p>\n<\/p>\n

(c) In the event that the severance benefits provided under the Plan do not
\nqualify for the involuntary separation pay exception under Section 409A and the
\nEmployee is a “specified employee” (for purposes of Section 409A and as
\ndetermined in accordance with the Policy) on the date of his Separation from
\nService, then:<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

(i) the amount the Employee would have received during the six-month period
\nfollowing the Employee’s Separation from Service had the severance benefits been
\npaid in installments in accordance with Section 4.1(a) during such six-month
\nperiod shall be paid to the Employee in a lump sum on the first payroll date
\nimmediately following the first day of the seventh month following the
\nEmployee’s Separation from Service; and<\/p>\n<\/p>\n

(ii) the balance of the severance benefits to be paid for the remainder of
\nthe Separation Period following the expiration of the six-month period shall be
\npaid in accordance with Section 4.1(a).<\/p>\n<\/p>\n

(d) In the event the Employee has a Defined Termination, and the Change in
\nControl to which the Defined Termination relates qualifies as a Section 409A
\nChange in Control, then:<\/p>\n<\/p>\n

(i) if the Employee is not a “specified employee” (for purposes of Section
\n409A and as determined in accordance with the Policy) on the date of his
\nSeparation from Service, the Employee’s Gross Severance Benefit Amount will be
\npaid to him in a lump sum within 15 days following the Employee’s Separation
\nfrom Service; and<\/p>\n<\/p>\n

(ii) if the Employee is a “specified employee” (for purposes of Section 409A
\nand as determined in accordance with the Policy) on the date of his Separation
\nfrom Service, the Employee’s Gross Severance Benefit Amount will be paid to him
\nas follows:<\/p>\n<\/p>\n

(1) if the severance benefits provided under the Plan qualify for the
\ninvoluntary separation pay exception under Section 409A, an amount equal to two
\ntimes the lesser of the Employee’s Annualized Compensation or the Section
\n401(a)(17) Limit, each for the year in which the Separation from Service occurs,
\nshall be paid to him in a lump sum within 15 days following the Employee’s
\nSeparation from Service; and<\/p>\n<\/p>\n

(2) the Employee’s Gross Severance Benefit Amount, less the amount, if any,
\npaid to the Employee pursuant to Section 4.1(d)(ii)(1), will be paid to him in a
\nlump sum on the first day of the seventh month following the Employee’s
\nSeparation from Service.<\/p>\n<\/p>\n

(e) Notwithstanding anything in the Plan to the contrary, if the Employee’s
\nSeparation from Service occurs within two years following a Change in Control,
\nthen to the extent permissible under Section 409A, the Employee shall continue
\nto be eligible to receive benefits under the Company’s medical and dental plans
\nfor the applicable period as if the Employee were paid severance in
\ninstallments, such benefits to be substantially identical to the benefits
\nprovided immediately prior to the Change in Control. In the event that the
\ncontinuation of any such benefits during the six-month period following
\nSeparation from Service would result in the imposition of a tax under Section
\n409A, the Company shall allow the Employee to pay the out-of-pocket cost of such
\nbenefits during such six-month period and the Company will make a lump-sum
\npayment to the Employee in an amount equal to the out-of-pocket costs so paid by
\nthe Employee, on the first day of the seventh month following the Employee’s
\nSeparation from Service.<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

(f) Notwithstanding anything in the Plan to the contrary, if the Employee is
\nnot a United States citizen and has not been taxable for US federal income tax
\npurposes as a resident alien at any time during his employment with the
\nEmploying Company, then, to the extent it would not result in the imposition of
\nthe excise tax or penalty under Section 409A to the Employee, the Employing
\nCompany may pay the Gross Severance Benefit Amount to the Employee in a lump sum
\nor in installments, in the Employing Company’s sole discretion.<\/p>\n<\/p>\n

(g) Inactive Employment Status<\/u>. During the Separation Period, the
\nEmployee will remain in an inactive employment status until receipt of such
\npayments is completed, at which time employment will be terminated. During the
\nSeparation Period, to the extent permissible under Section 409A, certain other
\nemployee benefits may be continued, payment for which shall be deducted from
\nsuch severance payments in accordance with the Employee’s previously elected
\nbenefit coverage. During the Separation Period, the Company reserves the right,
\nto the extent permissible under Section 409A, to continue other programs such as
\nthe Incentive Compensation Plan and the Perquisite Program in accordance with
\nits policies, which may be changed or terminated from time to time. Nothing in
\nthis Section 4.1(g) shall create a contract to provide such benefits.<\/p>\n<\/p>\n

4.2 Limitations on Severance Payments<\/u>. In no event shall the period of
\ntime during which an Employee receives severance payments exceed 104 weeks.
\nNothing in this Section 4.2 shall affect the total number of weeks payable under
\nthe Plan pursuant to Schedule A hereto, including, but not limited to, the
\n104-week maximum payment.<\/p>\n<\/p>\n

4.3 Death<\/u>. In the event an Employee dies before full receipt of
\nseverance benefits payable under the Plan, the remaining severance benefits will
\nbe paid to the legal representative of such Employee’s estate in a lump sum
\nafter receipt of notice of such death and evidence satisfactory to the Company
\nof the payment or provision for the payment of any estate, transfer, inheritance
\nor death taxes which may be payable with respect thereto; provided, however,
\npayment must be made within 90 days of the date of the Employee’s death, or such
\nlater date permitted by Section 409A.<\/p>\n<\/p>\n

ARTICLE 5
\nADMINISTRATION OF THE PLAN<\/strong><\/p>\n

\n

5.1 Powers of the Employing Company<\/u>. The Employing Company shall have
\nsuch powers, authorities and discretion as are necessary or appropriate in order
\nto carry out its duties under the Plan, including, but not limited to, the
\npower:<\/p>\n<\/p>\n

(a) to obtain such information as it shall deem necessary or appropriate in
\norder to carry out its duties under the Plan;<\/p>\n<\/p>\n

(b) to make determinations with respect to the grounds for termination of
\nemployment of any Employee; and<\/p>\n<\/p>\n

(c) to establish and maintain necessary records.<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

5.2 Employing Company Authority<\/u>. Nothing contained in the Plan shall
\nbe deemed to qualify, limit or alter in any manner the Employing Company’s sole
\nand complete authority and discretion to establish, regulate, determine or
\nmodify at any time, the terms and conditions of employment, including, but not
\nlimited to, levels of employment, hours of work, the extent of hiring and
\nemployment termination, when and where work shall be done, marketing of its
\nproducts, or any other matter related to the conduct of its business or the
\nmanner in which its business is to be maintained or carried on, in the same
\nmanner and to the same extent as if the Plan were not in existence.<\/p>\n<\/p>\n

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

(a) to interpret or construe the Plan, and resolve ambiguities,
\ninconsistencies and omissions;<\/p>\n<\/p>\n

(b) to make and enforce such rules and regulations and prescribe the use of
\nsuch forms as it deems necessary or appropriate for the efficient administration
\nof the Plan; and<\/p>\n<\/p>\n

(c) to decide all questions on appeal concerning the Plan and the eligibility
\nof any person to receive benefits under the Plan.<\/p>\n<\/p>\n

5.4 Determinations<\/u>. The determination of the Administration Committee
\nas to any question involving the general administration and interpretation or
\nconstruction of the Plan shall be within its sole discretion and shall be final,
\nconclusive and binding on all persons, except as otherwise provided herein or by
\nlaw.<\/p>\n<\/p>\n

5.5 Claims Review Procedure<\/u>. Consistent with the requirements of ERISA
\nand the regulations thereunder as promulgated by the Secretary of Labor from
\ntime to time, the following claims review procedure shall be followed with
\nrespect to the denial of severance benefits to any Employee:<\/p>\n<\/p>\n

(a) Within 30 days from the date of an Employee’s Separation from Service,
\nthe Employing Company shall furnish such Employee either an agreement offering
\nseverance benefits under the Plan or notice of such Employee’s ineligibility for
\nor denial of severance benefits, either in whole or in part. Such notice from
\nthe Employing Company will be in writing and sent to the Employee or the legal
\nrepresentative of his estate stating the reasons for such ineligibility or
\ndenial and, if applicable, a description of additional information that might
\ncause a<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

reconsideration by the Administration Committee or its delegate of the
\ndecision and an explanation of the Plan’s claims review procedure. In the event
\nsuch notice is not furnished within 30 days, any claim for severance benefits
\nshall be deemed denied and the Employee shall be permitted to proceed to Section
\n5.5(b).<\/p>\n<\/p>\n

(b) Within 60 days after receiving notice of such denial or ineligibility or
\nwithin 90 days after the Employee’s Separation from Service if no notice is
\nreceived, the Employee, the legal representative of his estate or a duly
\nauthorized representative may then submit to the Administration Committee a
\nwritten request for a review of such decision of denial.<\/p>\n<\/p>\n

(c) The Administration Committee will review the claim and within 60 days (or
\n120 days in special circumstances) provide a written response to the appeal
\nsetting forth specific reasons for such decision. In the event the decision on
\nreview is not furnished within such time period, the claim shall be deemed
\ndenied.<\/p>\n<\/p>\n

ARTICLE 6
\nADOPTING COMPANIES AND PLAN MERGERS<\/strong><\/p>\n

\n

6.1 Adopting Companies<\/u>. Any corporation which succeeds to the business
\nand assets of the Company or any part of its operations, may by appropriate
\nresolution adopt the Plan and shall thereupon succeed to such rights and assume
\nsuch obligations hereunder as the Company and said corporation shall have agreed
\nupon in writing. Any corporation which succeeds to the business of any Employing
\nCompany other than the Company, or any part of the operations of such Employing
\nCompany, may by appropriate resolution adopt the Plan and shall thereupon
\nsucceed to such rights and assume such obligations hereunder as such Employing
\nCompany and said corporation shall have agreed upon in writing, provided,
\nhowever, that such adoption and the terms thereof agreed upon in such writing
\nhave been approved by the Company.<\/p>\n<\/p>\n

ARTICLE 7
\nAMENDMENT AND TERMINATION<\/strong><\/p>\n

\n

7.1 Right to Amend or Terminate<\/u>. The Company reserves the right, by
\naction of the Board of Directors or the Committee, to amend or terminate the
\nPlan in whole or in part at any time and from time to time, and any amendment or
\neffective date of termination may be given retroactive effect; provided,
\nhowever, that the Plan may not be amended or terminated if such amendment or
\ntermination would cause the Plan to fail to comply with, or cause an Employee to
\nbe subject to tax under, Section 409A. The foregoing sentence to the contrary
\nnotwithstanding, for a period of two years and one day after the date of an
\noccurrence of a Change in Control, neither the Board of Directors nor the
\nCommittee may terminate the Plan or amend the Plan in a manner that is
\ndetrimental to the rights of any eligible Employee under the Plan without his or
\nher written consent.<\/p>\n<\/p>\n

7.2 Termination by an Employing Company<\/u>. Any Employing Company other
\nthan the Company may withdraw from participation in the Plan at any time by
\ndelivering to the Administration Committee written notification to that effect
\nsigned by such Employing Company’s chief executive officer or his delegate.
\nWithdrawal by any Employing Company pursuant to this Section 7.2, or complete
\ndiscontinuance of severance benefits under the Plan by<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

any Employing Company other than the Company, shall constitute termination of
\nthe Plan with respect to such Employing Company. The foregoing sentence to the
\ncontrary notwithstanding, neither the Board of Directors nor the Committee may
\nterminate the Plan or amend the Plan in a manner that (a) would cause the Plan
\nto fail to comply with, or cause an Employee to be subject to tax under, Section
\n409A; (b) is detrimental to the rights of any eligible Employee of the Plan
\nwithout his written consent (i) with respect to the provisions of the Plan which
\nbecome applicable upon a Change in Control, and (ii) with respect to all
\nprovisions of the Plan for a period of two years and one day after the date of a
\nChange in Control.<\/p>\n<\/p>\n

7.3 Limitation on Benefits<\/u>. In the event any Employing Company
\nwithdraws from participation or the Company terminates the Plan as provided in
\nthis Article 7, no Employee shall be entitled to receive benefits hereunder for
\nemployment either before or after such action.<\/p>\n<\/p>\n

ARTICLE 8
\nFINANCIAL PROVISIONS<\/strong><\/p>\n

\n

8.1 Funding<\/u>. All severance benefits payable under the Plan shall be
\npayable and provided for solely from the general assets of the Employing Company
\nin accordance with the Plan, at the time such severance benefits are payable,
\nunless otherwise determined by the Employing Company. The Employing Company
\nshall not be required to establish any special or separate fund or to make any
\nother segregation of assets to assure the payment of any severance benefits
\nunder the Plan.<\/p>\n<\/p>\n

ARTICLE 9
\nLIABILITY AND INDEMNIFICATION<\/strong><\/p>\n

\n

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

9.2 Presumption of Good Faith<\/u>. The termination of any such civil or
\ncriminal action or proceeding, or the disposition of any such claim or demand,
\nby judgment, settlement, conviction, or upon a plea of nolo contendere, or its
\nequivalent, shall not in itself create a<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

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

9.3 Successful Defense<\/u>. A person who has been wholly successful, on
\nthe merits or otherwise, in the defense of a civil or criminal action or
\nproceeding or claim or demand of the character described in Section 9.1 shall be
\nentitled to indemnification as authorized in such Section 9.1.<\/p>\n<\/p>\n

9.4 Unsuccessful Defense<\/u>. Except as provided in Section 9.3, any
\nindemnification under Section 9.1, unless ordered by a court of competent
\njurisdiction, shall be made by the Company only if authorized in the specific
\ncase:<\/p>\n<\/p>\n

(a) by the Board of Directors acting by a quorum consisting of directors who
\nare not parties to such action, proceeding, claim or demand, upon a finding that
\nthe member of the Administration Committee has met the standard of conduct set
\nforth in Section 9.1; or<\/p>\n<\/p>\n

(b) if a quorum under Section 9.4(a) is not obtainable with due diligence:\n<\/p>\n<\/p>\n

(i) by the Board of Directors upon the opinion in writing of independent
\nlegal counsel (who may be counsel to any Employing Company) that indemnification
\nis proper under the circumstances because the standard of conduct set forth in
\nSection 9.1 has been met by such member of the Administration Committee; or<\/p>\n<\/p>\n

(ii) by the shareholders of the Company upon a finding that the member of the
\nAdministration Committee has met the standard of conduct set forth in such
\nSection 9.1.<\/p>\n<\/p>\n

9.5 Advance Payments<\/u>. Expenses incurred in defending a civil or
\ncriminal action or proceeding or claim or demand may be paid by the Company or
\nEmploying Company, as applicable, in advance of the final disposition of such
\naction or proceeding, claim or demand, if authorized in the manner specified in
\nSection 9.4, except that, in view of the obligation of repayment set forth in
\nSection 9.6, there need be no finding or opinion that the required standard of
\nconduct has been met.<\/p>\n<\/p>\n

9.6 Repayment of Advance Payments<\/u>. All expenses incurred in defending
\na civil or criminal action or proceeding, claim or demand, which are advanced by
\nthe Company or Employing Company, as applicable, under Section 9.5 shall be
\nrepaid upon demand by the Company or Employing Company in case the person
\nreceiving such advance is ultimately found, under the procedures set forth in
\nthis Article 9, not to be entitled to indemnification or, where indemnification
\nis granted, to the extent the expenses so advanced by the Company or Employing
\nCompany, as applicable, exceed the indemnification to which he is entitled.<\/p>\n<\/p>\n

9.7 Right to Indemnification<\/u>. Notwithstanding the failure of the
\nCompany or Employing Company, as applicable, to provide indemnification in the
\nmanner set forth in Section 9.4 or 9.5, and despite any contrary resolution of
\nthe Board of Directors or of the shareholders in the specific case, if the
\nmember of the Administration Committee has met the<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

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

ARTICLE 10
\nMISCELLANEOUS<\/strong><\/p>\n

\n

10.1 No Right to Continued Employment<\/u>. Nothing in the Plan shall be
\nconstrued as giving any Employee the right to be retained in the employ of any
\nEmploying Company or any right to any payment whatsoever, except to the extent
\nof the severance benefits provided for by the Plan. Each Employing Company
\nexpressly reserves the right to dismiss any Employee at any time and for any
\nreason without liability for the effect which such dismissal might have upon him
\nas an eligible Employee under the Plan.<\/p>\n<\/p>\n

10.2 Construction<\/u>. The masculine pronoun shall be construed to mean
\nthe feminine and the singular shall be construed to mean the plural, wherever
\nappropriate herein. Headings in this document are for identification purposes
\nonly and do not constitute a part of the Plan.<\/p>\n<\/p>\n

10.3 Governing Law<\/u>. The Plan shall be governed by and construed in
\naccordance with the substantive laws but not the choice of law rules of the
\nstate of New York, except to the extent that such laws have been superseded by
\nfederal law.<\/p>\n<\/p>\n

10.4 Expenses of the Plan<\/u>. The expenses for establishment and
\nadministration of the Plan shall be paid by the Employing Companies. Any
\nexpenses paid by the Company pursuant to this Section 10.4 and indemnification
\nunder Article 9 shall be subject to reimbursement by the other Employing
\nCompanies of their proportionate shares of such expenses and indemnification, as
\ndetermined by the Administration Committee in its sole discretion.<\/p>\n<\/p>\n

10.5 Section 409A<\/u>. It is intended that the benefits under the Plan are
\neither exempt from, or compliant with, the requirements of Section 409A, so as
\nto prevent the inclusion in gross income of any benefits accrued hereunder in a
\ntaxable year prior to the taxable year or years in which such amount would
\notherwise be actually distributed or made available to the Employees. The Plan
\nshall be administered and interpreted to the extent possible in a manner
\nconsistent with that intent and the Policy. To the extent that a distribution to
\nan Employee is not exempt from Section 409A, and is required to be delayed by
\nsix months pursuant to Section 409A, such distribution shall be made no earlier
\nthan the first day of the seventh month following the Employee’s Separation from
\nService, and the payments that otherwise would have been paid to the Employee
\nduring the six-month period immediately following the Employee’s Separation from
\nService shall be paid to the Employee in a lump sum on the first day of the
\nseventh month following the Employee’s Separation from Service, or as soon as
\nadministratively practicable thereafter, but in no event later than 90 days
\nthereafter.<\/p>\n<\/p>\n

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

\n

19<\/p>\n

\n

\n

AMERICAN EXPRESS
\nSENIOR EXECUTIVE SEVERANCE PLAN
\n(As amended and restated effective January 1, 2009)<\/strong><\/p>\n

\n

SCHEDULE A<\/u>
\nSCHEDULE FOR SEVERANCE PAY BENEFITS<\/p>\n

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

Completed Years of Service<\/p>\n<\/td>\n

<\/td>\n\n

Number of Weekly Severance Benefit Payments<\/p>\n<\/td>\n<\/tr>\n

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

Employees Who Are Not<\/p>\n<\/td>\n

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

Executive Officers<\/p>\n<\/td>\n

<\/td>\n\n

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

\n

12 or fewer<\/p>\n<\/td>\n

<\/td>\n\n

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

<\/td>\n\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

\n

18 or more<\/p>\n<\/td>\n

<\/td>\n\n

78 Maximum<\/p>\n<\/td>\n

<\/td>\n\n

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

20<\/p>\n

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