<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex_101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                   EXHIBIT 10.1

                           AMERICAN EXPRESS COMPANY
                       1998 INCENTIVE COMPENSATION PLAN
                          (as amended April 22, 2002)

    1. PURPOSE. The purpose of the 1998 Incentive Compensation Plan (the
"Plan") is to promote shareholder value by providing appropriate incentives to
employees of American Express Company (the "Company") and its affiliates and
certain other individuals who perform services for the Company and its
affiliates.

    2. ADMINISTRATION. The Plan shall be administered solely by the
Compensation and Benefits Committee (the "Committee") of the Board of
Directors (the "Board") of the Company, as such Committee is from time to time
constituted, or any successor committee the Board may designate to administer
the Plan. The Committee may delegate any of its powers and duties to
appropriate officer(s) of the Company in accordance with guidelines
established by the Committee from time to time.

    The Committee has all the powers vested in it by the terms of the Plan set
forth herein, such powers to include exclusive authority (except as may be
delegated as permitted herein) to select the employees and other individuals
to be granted awards under the Plan ("Awards"), to determine the type, size
and terms of the Award to be made to each individual selected, to modify the
terms of any Award that has been granted, to determine the time when Awards
will be granted, to establish performance objectives, to make any adjustments
necessary or desirable as a result of the granting of Awards to eligible
individuals located outside the United States and to prescribe the form of the
instruments embodying Awards made under the Plan. The Committee is authorized
to interpret the Plan and the Awards granted under the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to make
any other determinations which it deems necessary or desirable for the
administration of the Plan. The Committee (or its delegate as permitted
herein) may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision
of the Committee (or its delegate as permitted herein) in the interpretation
and administration of the Plan, as described herein, shall lie within its sole
and absolute discretion and shall be final, conclusive and binding on all
parties concerned. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
members or any officer of the Company to execute and deliver documents or to
take any other action on behalf of the Committee with respect to Awards made
or to be made to Plan participants. No member of the Committee and no officer
of the Company shall be liable for anything done or omitted to be done by him,
by any other member of the Committee or by any officer of the Company in
connection with the performance of duties under the Plan, except for his own
willful misconduct or as expressly provided by statute.

    3. PARTICIPATION. (a) AFFILIATES. If an Affiliate (as hereinafter defined)
of the Company wishes to participate in the Plan and its participation shall
have been approved by the Committee, the board of directors or other governing
body of the Affiliate shall adopt a resolution in form and substance
satisfactory to the Committee authorizing participation by the Affiliate in
the Plan with respect to its employees or other individuals performing
services for it. As used herein, the term "Affiliate" means any entity in
which the Company has a substantial direct or indirect equity interest, as
determined by the Committee in its discretion.

    An Affiliate participating in the Plan may cease to be a participating
company at any time by action of the Board or by action of the board of
directors or other governing body of such Affiliate, which latter action shall
be effective not earlier than the date of delivery to the Secretary of the
Company of a certified copy of a resolution of the Affiliate's board of
directors or other governing body taking such action. If the participation in
the Plan of an Affiliate shall terminate, such termination shall not relieve
it of any obligations theretofore incurred by it under the Plan, except as may
be approved by the Committee.

    (b) PARTICIPANTS. Consistent with the purposes of the Plan, the Committee
shall have exclusive power (except as may be delegated as permitted herein) to
select the employees and other individuals performing services for the Company
and its Affiliates who may participate in the Plan and be granted Awards under

                                     -1-
<PAGE>
the Plan. Eligible individuals may be selected individually or by groups or
categories, as determined by the Committee in its discretion. No non-employee
director of the Company or any of its Affiliates shall be eligible to receive
an Award under the Plan.

    4. AWARDS UNDER THE PLAN. (a) TYPES OF AWARDS. Awards under the Plan may
include one or more of the following types, either alone or in any combination
thereof: (i) "Stock Options," (ii) "Stock Appreciation Rights," (iii)
"Restricted Stock," (iv) "Performance Grants" and (v) any Award providing
benefits similar to (i) through (iv) designed to meet the requirements of
non-US jurisdictions. Stock Options, which include "Nonqualified Stock
Options" and "Incentive Stock Options" or combinations thereof, are rights to
purchase common shares of the Company having a par value of $.20 per share and
stock of any other class into which such shares may thereafter be changed (the
"Common Shares"). Nonqualified Stock Options and Incentive Stock Options are
subject to the terms, conditions and restrictions specified in Paragraph 5.
Stock Appreciation Rights are rights to receive (without payment to the
Company) cash, Common Shares, other Company securities (which may include, but
need not be limited to, any equity or debt security of the Company or an
Affiliate, or any combination thereof ("Other Company Securities")) or
property, or other forms of payment, or any combination thereof, as determined
by the Committee, based on the increase in the value of the number of Common
Shares specified in the Stock Appreciation Right. Stock Appreciation Rights
are subject to the terms, conditions and restrictions specified in Paragraph
6. Shares of Restricted Stock are Common Shares which are issued subject to
certain restrictions pursuant to Paragraph 7.

    Performance Grants are contingent awards subject to the terms, conditions
and restrictions described in Paragraph 8, pursuant to which the participant
may become entitled to receive cash, Common Shares, Other Company Securities
or property, or other forms of payment, or any combination thereof, as
determined by the Committee.

    (b) MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED. The maximum number of
Common Shares and other equity securities of the Company that may be issued
under the Plan is 170,000,000, plus the number of shares remaining available
for new awards under the 1989 Plan on April 27, 1998, which number will not
exceed 53,910,000. In addition, commencing April 27, 1998, Common Shares or
other equity securities of the Company subject to awards outstanding under the
1989 Plan or granted under the 1998 Plan which are recovered or not issued by
the Company will be available for issuance under the 1998 Plan, as follows:
(i) shares related to Awards issued under the 1998 Plan or the 1989 Plan that
are forfeited, terminated, canceled, acquired by the Company or expire
unexercised; (ii) shares surrendered or withheld to pay the exercise price of
Awards issued under the 1998 Plan or the 1989 Plan or to satisfy the tax
withholding obligations under these Awards; and (iii) shares originally linked
to Awards that are actually settled in cash or consideration other than Common
Shares or other equity securities. Limits on the number of Restricted Stock
Award grants are described in Paragraph 7(d).

    For purposes of counting shares against the share reserve under the 1998
Plan on the date of grant, Awards denominated solely in common shares (such as
Stock Options and Restricted Stock) and other Awards or securities that may be
exercised for or convertible into common shares will be counted against the
1998 Plan reserve on the date of grant of the Award based on the maximum
number of shares underlying the Award, as determined by the Committee. Equity
securities other than Common Shares issued pursuant to the 1998 Plan which are
not exercisable for or convertible into Common Shares will be counted based on
the number of shares issued. Common Shares and other equity securities of the
Company issued pursuant to the Plan may be either authorized but unissued
shares, treasury shares, reacquired shares or any combination thereof.

    (c) RIGHTS WITH RESPECT TO COMMON SHARES AND OTHER SECURITIES.

        (i) Unless otherwise determined by the Committee in its discretion, a
    participant to whom an Award of Restricted Stock has been made (and any
    person succeeding to such a participant's rights pursuant to the Plan)
    shall have, after issuance of a certificate or the entry on behalf of a
    participant of an uncertificated book position on the records of the
    Company's transfer agent and registrar for the number of Common Shares
    awarded and prior to the expiration of the Restricted Period or the
    earlier cancellation or repurchase of such Common Shares as herein
    provided, ownership of such Common Shares, including the right to vote the
    same and to receive dividends or other distributions made or paid with
    respect to such Common Shares (provided that such Common Shares, and any
    new,

                                     -2-
<PAGE>
    additional or different shares, or Other Company Securities or property,
    or other forms of consideration which the participant may be entitled to
    receive with respect to such Common Shares as a result of a stock split,
    stock dividend or any other change in the corporate or capital structure
    of the Company, shall be subject to the restrictions hereinafter described
    as determined by the Committee in its discretion), subject, however, to
    the options, restrictions and limitations imposed thereon pursuant to the
    Plan. Notwithstanding the foregoing, a participant with whom an Award
    agreement is made to issue Common Shares in the future shall have no
    rights as a shareholder with respect to Common Shares related to such
    agreement until the book entry is made, or the certificate is issued on
    his behalf.

        (ii) Unless otherwise determined by the Committee in its discretion, a
    participant to whom a grant of Stock Options, Stock Appreciation Rights,
    Performance Grants or any other Award is made (and any person succeeding
    to such a participant's rights pursuant to the Plan) shall have no rights
    as a shareholder with respect to any Common Shares or as a holder with
    respect to other securities, if any, issuable pursuant to any such Award
    until the date of the issuance of a stock certificate to him or the entry
    on his behalf of an uncertificated book position on the records of the
    Company's transfer agent and registrar for such Common Shares or other
    instrument of ownership, if any. Except as provided in Paragraph 16, no
    adjustment shall be made for dividends, distributions or other rights
    (whether ordinary or extraordinary, and whether in cash, securities, other
    property or other forms of consideration, or any combination thereof) for
    which the record date is prior to the date such book entry is made or a
    stock certificate or other instrument of ownership, if any, is issued.

        (iii) The Committee may, in its discretion, subject any Award and the
    economic value derived by a participant therefrom, to forfeiture by the
    participant upon the occurrence of certain events as determined by the
    Committee.

    5. STOCK OPTIONS. The Committee may grant Stock Options either alone, or
in conjunction with Stock Appreciation Rights, Performance Grants or other
Awards, either at the time of grant or by amendment thereafter. The Committee
may grant Incentive Stock Options to any employee provided the terms of such
grants comply with the provisions of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), or any successor provision, and the
regulations thereunder, and that any ambiguities in construction shall be
interpreted in order to effectuate that intent. Each Stock Option (referred to
herein as an 'Option') granted under the Plan shall be evidenced by an
instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not
limited to, restrictions upon the Option or the Common Shares issuable upon
exercise thereof, as the Committee, in its discretion, shall establish:

    (a) The option price shall be equal to or greater than the fair market
value of the Common Shares subject to such Option at the time the Option is
granted, as determined by the Committee; but in no event will such option
price be less than the par value of such Common Shares. The Committee in its
discretion shall establish the expiration date of an Option provided that,
except as provided in Subparagraph (c)(iii)(B) below, in no event shall the
expiration date be later than ten years from the date of grant of the Option.

    (b) The Committee shall determine the number of Common Shares to be
subject to each Option. The number of Common Shares subject to an outstanding
Option may be reduced on a share-for-share or other appropriate basis, as
determined by the Committee, to the extent that Common Shares under such
Option are used to calculate the cash, Common Shares, Other Company Securities
or property, or other forms of payment, or any combination thereof, received
pursuant to exercise of a Stock Appreciation Right attached to such Option, or
to the extent that any other Award granted in conjunction with such Option is
paid.

    (c) The Option shall not be exercisable:

        (i) for at least six months after the date of grant, except as the
    Committee may otherwise determine in the event of death, disability,
    retirement or in connection with a corporate transaction, which includes
    but is not limited to a change in control of the Company, a divestiture,
    spin-off, split-off, asset transfer, outsourcing or joint venture
    formation, (each, a "Defined Event"), and only at such times and in such
    installments as the Committee may establish;

                                     -3-
<PAGE>
        (ii) unless payment in full for the shares being acquired thereunder
    at the time of exercise is made in such form as the Committee may
    determine in its discretion, including, but not limited to (A) cash, (B)
    Common Shares, (C) if permitted by the Committee, by authorizing a third
    party to sell, on behalf of the participant, the appropriate number of
    Common Shares otherwise issuable to the participant upon the exercise of
    the Option and to remit to the Company a sufficient portion of the sale
    proceeds to pay the entire exercise price and any tax withholding
    resulting from such exercise, or (D) any combination thereof; and

        (iii) unless the participant has been, at all times during the period
    beginning with the date of the grant of the Option and ending on the date
    of such exercise, employed by (in the case of an Incentive Stock Option)
    or otherwise performing services for the Company or an Affiliate, or a
    corporation, or a parent or subsidiary of a corporation, substituting or
    assuming the Option in a transaction to which Section 424(a) of the Code
    or any successor statutory provision thereto, is applicable, except that

           (A) in the case of any Nonqualified Stock Option, if such person
       shall cease to be employed by or otherwise performing services for the
       Company or an Affiliate solely by reason of a period of Related
       Employment, he may, during such period of Related Employment, exercise
       the Nonqualified Stock Option as if he continued such employment or
       performance of service; or

           (B) the Committee may establish, in its discretion, the extent to
       which a person may continue to exercise an Option, which has not
       expired and has not been fully exercised, in the event he terminates
       employment or the performance of services by reason of a Defined Event;
       and in the event of death, the Committee may provide a decedent's
       executors, heirs or distributors a minimum period to exercise an Option
       with respect to any shares as to which the decedent could have
       exercised the Option at the time of his death, or such greater amount
       as the Committee may determine, which period may extend beyond the
       original expiration date of the Option.

    (d) The Committee has the discretion to grant Options at any time it deems
appropriate including the discretion to grant or provide for the automatic
grant of an Option to restore the number of Common Shares a participant
tendered or had withheld to pay, or the share equivalency of the cash tendered
to pay, the exercise price or tax withholding obligation upon the exercise of
an outstanding Option.

    6. STOCK APPRECIATION RIGHTS. The Committee may grant Stock Appreciation
Rights either alone, or in conjunction with Stock Options, Performance Grants
or other Awards, either at the time of grant or by amendment thereafter. Each
Award of Stock Appreciation Rights granted under the Plan shall be evidenced
by an instrument in such form as the Committee shall prescribe from time to
time in accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not
limited to, restrictions upon the Award of Stock Appreciation Rights or the
Common Shares issuable upon exercise thereof, as the Committee, in its
discretion, shall establish:

    (a) The Committee shall determine the number of Common Shares to be
subject to each Award of Stock Appreciation Rights. The number of Common
Shares subject to an outstanding Award of Stock Appreciation Rights may be
reduced on a share-for-share or other appropriate basis, as determined by the
Committee, to the extent that Common Shares under such Award of Stock
Appreciation Rights are used to calculate the cash, Common Shares, Other
Company Securities or property or other forms of payment, or any combination
thereof, received pursuant to exercise of an Option attached to such Award of
Stock Appreciation Rights, or to the extent that any other Award granted in
conjunction with such Award of Stock Appreciation Rights is paid.

    (b) The Award of Stock Appreciation Rights shall not be exercisable for at
least six months after the date of grant except as the Committee may otherwise
determine in the event of a Defined Event.

    (c) The Award of Stock Appreciation Rights shall not be exercisable:

        (i) unless the Option or other Award to which the Award of Stock
    Appreciation Rights is attached is at the time exercisable; and

                                     -4-
<PAGE>
        (ii) unless the person exercising the Award of Stock Appreciation
    Rights has been at all times during the period beginning with the date of
    the grant thereof and ending on the date of such exercise, employed by or
    otherwise performing services for the Company or an Affiliate, except that

           (A) in the case of any Award of Stock Appreciation Rights (other
       than those attached to an Incentive Stock Option), if such person shall
       cease to be employed by or otherwise performing services for the
       Company or an Affiliate solely by reason of a period of Related
       Employment as defined in Paragraph 14, he may, during such period of
       Related Employment, exercise the Award of Stock Appreciation Rights as
       if he continued such employment or performance of services; or

           (B) the Committee shall establish, in its discretion, the extent to
       which a person may continue to exercise an Award of Stock Appreciation
       Rights, which has not expired and has not been fully exercised, in the
       event he terminates employment or the performance of services by reason
       of a Defined Event; provided, that in the event of death, the Committee
       may provide his executors, heirs or distributors a minimum period to
       exercise an Award of Stock Appreciation Rights with respect to any
       shares as to which the decedent could have exercised the Award of Stock
       Appreciation Rights, or such greater amount as the Committee may
       determine, which period may extend beyond the original expiration date
       of the underlying Option.

    (d) An Award of Stock Appreciation Rights shall entitle the holder (or any
person entitled to act under the provisions of subparagraph 6(c)(ii)(B)
hereof) to exercise such Award or to surrender unexercised the Option (or
other Award) to which the Stock Appreciation Right is attached (or any portion
of such Option or other Award) to the Company and to receive from the Company
in exchange therefor, without payment to the Company, that number of Common
Shares having an aggregate value equal to (or, in the discretion of the
Committee, less than) the excess of the fair market value of one share, at the
time of such exercise, over the exercise price (or Option Price, as the case
may be) per share, times the number of shares subject to the Award or the
Option (or other Award), or portion thereof, which is so exercised or
surrendered, as the case may be. The Committee shall be entitled in its
discretion to elect to settle the obligation arising out of the exercise of a
Stock Appreciation Right by the payment of cash or Other Company Securities or
property, or other forms of payment, or any combination thereof, as determined
by the Committee, equal to the aggregate value of the Common Shares it would
otherwise be obligated to deliver. Any such election by the Committee shall be
made as soon as practicable after the receipt by the Committee of written
notice of the exercise of the Stock Appreciation Right. The value of a Common
Share, Other Company Securities or property, or other forms of payment
determined by the Committee for this purpose shall be the fair market value
thereof on the last business day next preceding the date of the election to
exercise the Stock Appreciation Right, unless the Committee, in its
discretion, determines otherwise.

    (e) A Stock Appreciation Right may provide that it shall be deemed to have
been exercised at the close of business on the business day preceding the
expiration date of the Stock Appreciation Right or of the related Option (or
other Award), or such other date as specified by the Committee, if at such
time such Stock Appreciation Right has a positive value. Such deemed exercise
shall be settled or paid in the same manner as a regular exercise thereof as
provided in subparagraph 6(d) hereof.

    (f) No fractional shares may be delivered under this Paragraph 6, but in
lieu thereof a cash or other adjustment shall be made as determined by the
Committee in its discretion.

    7. RESTRICTED STOCK. Each Award of Restricted Stock under the Plan shall
be evidenced by an instrument in such form as the Committee shall prescribe
from time to time in accordance with the Plan and shall comply with the
following terms and conditions, and with such other terms and conditions as
the Committee, in its discretion, shall establish:

    (a) The Committee shall determine the number of Common Shares to be issued
to a participant pursuant to the Award, and the extent, if any, to which they
shall be issued in exchange for cash, other consideration, or both.

    (b) Common Shares issued to a participant in accordance with the Award may
not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution, or as
otherwise determined by the Committee, for such period as the Committee shall
determine, from the date on which the Award is granted (the "Restricted
Period"). The Company will

                                     -5-
<PAGE>
have the option to cancel or repurchase the shares subject to the Award at
such price, if any, as the Committee shall have fixed, in its discretion, when
the Award was made or amended thereafter, which option will be exercisable on
such terms, in such manner and during such period as shall be determined by
the Committee when the Award is made or as amended thereafter. Common Shares
may be issued in certificate form or through the entry of an uncertificated
book position on the records of the Company's transfer agent and registrar.
The Company may impose appropriate restrictions on the transfer of such Common
Shares which shall be evidenced in the manner permitted by law as determined
by the Committee in its discretion. Any attempt to dispose of any such Common
Shares in contravention of the foregoing repurchase or cancellation option and
other restrictions shall be null and void and without effect. If Common Shares
issued pursuant to a Restricted Stock Award shall be repurchased or canceled
pursuant to the option described above, the participant, or in the event of
his death, his personal representative, shall forthwith deliver to the
Secretary of the Company any certificates for the Common Shares awarded to the
participant, accompanied by such instrument of transfer, if any, as may
reasonably be required by the Secretary of the Company. If the option
described above is not exercised by the Company, either by the terms of the
Award or action by the Company, such option and the restrictions imposed
pursuant to the first sentence of this subparagraph 7(b) shall terminate and
be of no further force and effect.

    (c) The vesting of a Restricted Stock Award may be conditioned upon the
attainment of specific performance objectives as the Committee may determine,
including but not limited to such performance objectives described in
subparagraph 8(b). The Restricted Period shall be for a minimum of three years
except as the Committee may determine in the event of a Defined Event, a
participant's promotion, or Restricted Stock Awards issued to any employee
newly employed by the Company or issued subject to performance objectives, or
as payment pursuant to a Performance Grant or Qualifying Award.

    (d) No more than 31,782,000 of the Common Shares that may be issued under
the Plan may be granted as Restricted Stock Awards, and no more than an
additional 15,891,000 may be granted as Restricted Stock Awards subject to
performance objectives as described above. Restricted Stock Awards repurchased
or canceled by the Company pursuant to subparagraph 7(b) shall again become
available for issuance pursuant to these limitations.

    8. PERFORMANCE GRANTS. The Award of a Performance Grant ("Performance
Grant") to a participant will entitle the participant to receive a specified
amount determined by the Committee (the "Actual Value"), if the terms and
conditions specified herein and in the Awards are satisfied. Each Award of a
Performance Grant shall be subject to the following terms and conditions, and
to such other terms and conditions, including but not limited to, restrictions
upon any cash, Common Shares, Other Company Securities or property, or other
forms of payment, or any combination thereof, issued in respect of the
Performance Grant, as the Committee, in its discretion, shall establish, and
shall be embodied in an instrument in such form and substance as is determined
by the Committee:

    (a) The Committee shall determine the value or range of values of a
Performance Grant to be awarded to each participant selected for an Award and
whether or not such a Performance Grant is granted in conjunction with an
Award of Options, Stock Appreciation Rights, Restricted Stock or other Award,
or any combination thereof, under the Plan (which may include, but need not be
limited to, deferred Awards) concurrently or subsequently granted to the
participant (the "Associated Award"). As determined by the Committee, the
maximum value of each Performance Grant (the "Maximum Value") shall be: (i) an
amount fixed by the Committee at the time the Award is made or amended
thereafter, (ii) an amount which varies from time to time based in whole or in
part on the then current value of a Common Share, Other Company Securities or
property, or other securities or property, or any combination thereof or (iii)
an amount that is determinable from criteria specified by the Committee.
Performance Grants may be issued in different classes or series having
different names, terms and conditions. In the case of a Performance Grant
awarded in conjunction with an Associated Award, the Performance Grant may be
reduced on an appropriate basis to the extent that the Associated Award has
been exercised, paid to or otherwise received by the participant, as
determined by the Committee.

    (b) The award period ("Award Period") in respect of any Performance Grant
shall be a period determined by the Committee. At the time each Award is made,
the Committee shall establish performance objectives to be attained within the
Award Period as the means of determining the Actual Value of such a
Performance Grant. The performance objectives shall be based on such measure
or

                                     -6-
<PAGE>
measures of performance, which may include, but need not be limited to, the
performance of the participant, the Company, one or more of its subsidiaries
or one or more of their divisions or units, or any combination of the
foregoing, as the Committee shall determine, and may be applied on an absolute
basis or be relative to industry or other indices, or any combination thereof.
The Actual Value of a Performance Grant shall be equal to its Maximum Value
only if the performance objectives are attained in full, but the Committee
shall specify the manner in which the Actual Value of Performance Grants shall
be determined if the performance objectives are met in part. Such performance
measures, the Actual Value or the Maximum Value, or any combination thereof,
may be adjusted in any manner by the Committee in its discretion at any time
and from time to time during or as soon as practicable after the Award Period,
if it determines that such performance measures, the Actual Value or the
Maximum Value, or any combination thereof, are not appropriate under the
circumstances.

    (c) The rights of a participant in Performance Grants awarded to him shall
be provisional and may be canceled or paid in whole or in part, all as
determined by the Committee.

    (d) The Committee shall determine whether the conditions of subparagraph
8(b) or 8(c) hereof have been met and, if so, shall ascertain the Actual Value
of the Performance Grants. If the Performance Grants have no Actual Value, the
Award and such Performance Grants shall be deemed to have been canceled and
the Associated Award, if any, may be canceled or permitted to continue in
effect in accordance with its terms. If the Performance Grants have an Actual
Value and:

        (i) were not awarded in conjunction with an Associated Award, the
    Committee shall cause an amount equal to the Actual Value of the
    Performance Grants earned by the participant to be paid to him or his
    beneficiary as provided below; or

        (ii) were awarded in conjunction with an Associated Award, the
    Committee shall determine, in accordance with criteria specified by the
    Committee (A) to cancel the Performance Grants, in which event no amount
    in respect thereof shall be paid to the participant or his beneficiary,
    and the Associated Award may be permitted to continue in effect in
    accordance with its terms, (B) to pay the Actual Value of the Performance
    Grants to the participant or his beneficiary as provided below, in which
    event the Associated Award may be canceled or (C) to pay to the
    participant or his beneficiary as provided below, the Actual Value of only
    a portion of the Performance Grants, in which event all or a portion of
    the Associated Award may be permitted to continue in effect in accordance
    with its terms or be canceled, as determined by the Committee.

    Such determination by the Committee shall be made as promptly as
practicable following the end of the Award Period or upon the earlier
termination of employment or performance of services, or at such other time or
times as the Committee shall determine, and shall be made pursuant to criteria
specified by the Committee.

    Payment of any amount in respect of the Performance Grants which the
Committee determines to pay as provided above shall be made by the Company, as
promptly as practicable after the end of the Award Period or at such other
time or times as the Committee shall determine, and may be made in cash,
Common Shares, Other Company Securities or property, or other forms of
payment, or any combination thereof or in such other manner, as determined by
the Committee in its discretion. Notwithstanding anything in this Paragraph 8
to the contrary, the Committee may, in its discretion, determine and pay out
the Actual Value of the Performance Grants at any time during the Award
Period, including but not limited to, upon a Defined Event.

    9. DEFERRAL OF COMPENSATION. The Committee shall determine whether or not an
Award shall be made in conjunction with deferral of the participant's salary,
bonus or other compensation, or any combination thereof, and whether or not such
deferred amounts may be

    (a) forfeited to the Company or to other participants, or any combination
thereof, under certain circumstances (which may include, but need not be
limited to, certain types of termination of employment or performance of
services for the Company and its Affiliates),

    (b) credited with income equivalents (which may include, but need not be
limited to, interest, dividends or other rates of return) until the date or
dates of payment of the Award, if any,

                                     -7-
<PAGE>
    (c) subject to increase or decrease in value based upon the attainment of
or failure to attain, respectively, certain performance measures and/or

    (d) any other terms and conditions the Committee deems necessary.

    10. QUALIFYING AWARDS. The Committee may, in its sole discretion, grant an
Award (a "Qualifying Award") to any key employee with the intent that such
Award qualifies as "performance-based compensation" under Section 162(m) of
the Code, or any successor provision thereto, and the regulations thereunder
("Section 162(m)"). The provisions of this Paragraph 10 as well as all other
applicable provisions of the Plan not inconsistent with this Paragraph 10
shall apply to all Qualifying Awards issued under the Plan, and any
ambiguities in construction shall be interpreted to effectuate that intent.
Qualifying Awards shall be of the type set forth in subparagraph (a) or (b)
below.

    (a) Qualifying Awards may be issued as Stock Options and Stock
Appreciation Rights. Commencing with calendar year 1998, the number of Common
Shares underlying all Options and Stock Appreciation Rights that may be
granted to any participant within any three consecutive calendar years shall
be limited to 9,000,000 (inclusive of Options or Stock Appreciation Rights
granted under the 1989 Plan during 1998), subject to adjustment as provided in
Paragraph 16. The foregoing limitation shall be subject to the limitation set
forth in Paragraph 4(b).

    (b)(i) Qualifying Awards (other than Stock Options and Stock Appreciation
Rights) may be issued as Performance Grants and any other Award whose payment
is conditioned upon the achievement of the performance objectives described in
this subparagraph. Amounts earned under such Awards shall be based upon the
attainment of performance objectives established by the Committee in
accordance with Section 162(m). Such performance objectives may vary by
participant and by Award and shall be based upon the attainment of specific
amounts of, or changes in one or more of the following: revenues, earnings,
shareholders' equity, return on equity, assets, return on assets, capital,
return on capital, book value, economic value added, operating margins, cash
flow, shareholder return, expenses or market share. The Committee may provide
that in measuring the achievement of the performance objectives, an Award may
include or exclude items such as realized investment gains and losses,
extraordinary, unusual or non- recurring items, asset write-downs, effects of
accounting charges, currency fluctuations, acquisitions, divestitures,
reserve-strengthening and other non-operating items. The foregoing objectives
may be applicable to the Company as a whole, one or more of its subsidiaries,
divisions, business units or business lines, or any combination of the
foregoing, and may be applied on an absolute basis or be relative to other
companies, industries or indices or be based upon any combination of the
foregoing. In addition to the performance objectives, the Committee may also
condition payment of any such Award upon the attainment of conditions, such as
completion of a period of service, notwithstanding that the performance
objective or objectives specified in the Award are satisfied. The Committee
shall have the discretion, by participant and by Award, to reduce (but not to
increase) some or all of the amount that would otherwise be payable under the
Award by reason of the satisfaction of the performance objectives set forth in
the Award. In making any such determination, the Committee is authorized to
take into account any such factor or factors it determines are appropriate,
including but not limited to Company, business unit and individual
performance.

    (ii) Under all Awards granted pursuant to this subparagraph (b), in any
one calendar year: (A) no participant may be paid cash, Common Shares, Other
Company Securities or other property (other than shares of Restricted Stock)
or any combination of the foregoing with a value (as determined by the
Committee) in excess of $6.5 million and (B) in addition, no participant may
receive more than 300,000 shares of Restricted Stock, subject to adjustment to
the extent provided in Paragraph 16. For purposes of the foregoing sentence,
the calendar year or years in which amounts under Qualifying Awards are deemed
paid or received shall be as determined by the Committee.

    11. PAYMENT OF AWARDS. The Committee may, in its discretion, settle any
Award through the payment of cash, the delivery of Common Shares or Other
Company Securities, the granting of Awards or a combination thereof. Any Award
settlement, including payment deferrals, may be subject to conditions,
restrictions and contingencies as the Committee shall determine. The Committee
may permit or require the deferral of any Award payment, subject to such
terms, rules and procedures as the Committee may establish, which may include
provisions for the payment or crediting of interest, or dividend equivalents,
including converting such credits into deferred Common Share equivalents.

                                     -8-
<PAGE>
    12. AMENDMENT OF THE PLAN OR AWARDS. The Plan may be amended in whole or
in part at any time and from time to time by the Board, and the terms of any
outstanding Award under the Plan may be amended from time to time by the
Committee in its discretion in any manner that it deems, provided however,
that no amendment may be made without shareholder approval if such amendment
(a) would increase the number of shares available for grant specified in
Paragraphs 4(b) or 10, (b) would decrease the minimum Option exercise price
set forth in Paragraph 5(a) (other than changes made pursuant to Paragraph 16
hereof), (c) reduce the minimum vesting periods set forth in Paragraphs
5(c)(i), 6(b) or 7(c) or (iv) would, in the absence of shareholder approval,
adversely affect compliance of the Plan with applicable laws, rules and
regulations. No such amendment shall adversely affect in a material manner any
right of a participant under the Award without his written consent, unless the
Committee determines in its discretion that there have occurred or are about
to occur significant changes in the participant's position, duties or
responsibilities, or significant changes in economic, legislative, regulatory,
tax, accounting or cost/benefit conditions which are determined by the
Committee in its discretion to have or to be expected to have a significant
effect on the performance of the Company, or any subsidiary, affiliate,
division or department thereof, on the Plan or on any Award under the Plan.
Any shareholder approval requirement under the Plan will be met if such
approval is obtained in accordance with applicable law.

    13. DISABILITY. For the purposes of this Plan, a participant shall be
deemed to have terminated his employment or performance of services for the
Company and its Affiliates by reason of disability, if the Committee shall
determine that the physical or mental condition of the participant by reason
of which such employment or performance of services terminated was such at
that time as would entitle him to payment of monthly disability benefits under
the Company's Long Term Disability Benefit Plan, or, if the participant is not
eligible for benefits under such plan, under any similar disability plan of
the Company or an Affiliate in which he is a participant. If the participant
is not eligible for benefits under any disability plan of the Company or an
Affiliate, he shall be deemed to have terminated such employment or
performance of services by reason of disability if the Committee shall
determine that his physical or mental condition would entitle him to benefits
under the Company's Long Term Disability Benefit Plan if he were eligible
therefor. Notwithstanding the above, the Committee may determine a
participant's disability based upon any other criteria specified by the
Committee.

    14. TERMINATION OF A PARTICIPANT. For all purposes under the Plan, the
Committee shall determine whether a participant has terminated employment by
or the performance of services for the Company and its Affiliates; provided,
however, that transfers between the Company and an Affiliate or between
Affiliates, and approved leaves of absence shall not be deemed such a
termination.

    15. RELATED EMPLOYMENT. For the purposes of this Plan, Related Employment
shall mean the employment or performance of services by an individual for an
employer that is neither the Company nor an Affiliate, provided that (a) such
employment or performance of services is undertaken by the individual at the
request of the Company or an Affiliate, (b) immediately prior to undertaking
such employment or performance of services, the individual was employed by or
performing services for the Company or an Affiliate or was engaged in Related
Employment as herein defined and (c) such employment or performance of
services is in the best interests of the Company and is recognized by the
Committee, in its discretion, as Related Employment for purposes of this
Paragraph 15. The death or disability of an individual during a period of
Related Employment as herein defined shall be treated, for purposes of this
Plan, as if the death or onset of disability had occurred while the individual
was employed by or performing services for the Company or an Affiliate.

    16. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding Common Shares of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, rights offering, reorganization, combination, subdivision or
exchange of shares, a sale by the Company of all or part of its assets, any
distribution to shareholders other than a normal cash dividend, or other
extraordinary or unusual event, if the Committee shall determine, in its
discretion, that such change equitably requires an adjustment in the terms of
any Award or the maximum number of Common Shares that may be issued as Awards
pursuant to the Plan, such adjustment may be made by the Committee and shall
be final, conclusive and binding for all purposes of the Plan. The Committee
may also provide for the adjustment and settlement of outstanding Awards as it
deems appropriate and consistent with the Plan's purpose in the event of a
"change in control" of the Company, as that term is defined in the Company's
Senior Executive Severance Plan.

                                     -9-
<PAGE>
    17. DESIGNATION OF BENEFICIARY BY PARTICIPANT. A participant may name a
beneficiary to receive any payment in which he may be entitled in respect of
any Award under the Plan in the event of his death, on a written form to be
provided by and filed with the Secretary, and in a manner determined by the
Committee in its discretion. The Committee reserves the right to review and
approve beneficiary designations. A participant may change his beneficiary
from time to time in the same manner, unless such participant has made an
irrevocable designation. Any designation of beneficiary under the Plan (to the
extent it is valid and enforceable under the applicable law) shall be
controlling over any other disposition, testamentary, or otherwise, as
determined by the Committee in its discretion. If no designated beneficiary
survives the participant and is living on the date on which any amount becomes
payable to such participant's beneficiary, such payment will be made to the
legal representatives of the participant's estate, and the term "beneficiary"
as used in the Plan shall be deemed to include such person or persons. If
there is any question as to the legal right of any beneficiary to receive a
distribution under the Plan, the Committee in its discretion may determine
that the amount in question be paid to the legal representatives of the estate
of the participant, in which event the Company, the Board and the Committee
and the members thereof will have no further liability to anyone with respect
to such amount.

    18. FINANCIAL ASSISTANCE. If the Committee determines that such action is
advisable, the Company may assist any person to whom an Award has been granted
in obtaining financing from the Company under the American Express 1983 Stock
Purchase Assistance Plan (or other program of the Company, or one of its
Affiliates approved pursuant to applicable law), or from a bank or other third
party, on such terms as are determined by the Committee, and in such amount as
is required to accomplish the purposes of the Plan, including, but not limited
to, to permit the exercise of an Award, the participation therein, and/or the
payment of any taxes in respect thereof. Such assistance may take any form
that the Committee deems appropriate, including, but not limited to, a direct
loan from the Company or an Affiliate, a guarantee of the obligation by the
Company or an Affiliate, or the maintenance by the Company or an Affiliate of
deposits with such bank or third party.

    19. MISCELLANEOUS PROVISIONS. (a) No employee or other person shall have
any claim or right to be granted an Award under the Plan. Determinations made
by the Committee under the Plan need not be uniform and may be made
selectively among eligible individuals under the Plan, whether or not such
eligible individuals are similarly situated. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee or other person any
right to continue to be employed by or perform services for the Company or any
Affiliate, and the right to terminate the employment of or performance of
services by any participant at any time and for any reason is specifically
reserved.

    (b) No participant or other person shall have any right with respect to
the Plan, the Common Shares reserved for issuance under the Plan or in any
Award, contingent or otherwise, until written evidence of the Award shall have
been delivered to the recipient and all the terms, conditions and provisions
of the Plan and the Award applicable to such recipient (and each person
claiming under or through him) have been met.

    (c) Except as may be approved by the Committee, an Award or a
participant's rights and interest under the Plan may not be sold, assigned or
transferred, hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a participant's
death) including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner. Not by way of
limitation, the Committee may allow for a participant to transfer an Award to
one or more members of his immediate family, to a partnership of which the
only partners are members of the participant's immediate family, or to a trust
established by the participant for the benefit of one or more members of his
immediate family.

    (d) No Common Shares, Other Company Securities or property, other
securities or property, or other forms of payment shall be issued hereunder
with respect to any Award unless counsel for the Company shall be satisfied
that such issuance will be in compliance with applicable federal, state, local
and foreign legal, securities exchange and other applicable requirements.

    (e) The Company and its Affiliates shall have the right to deduct from any
payment made under the Plan any federal, state, local or foreign income or
other taxes required by law to be withheld with respect to such payment. It
shall be a condition to the obligation of the Company to issue Common Shares,
Other Company Securities or property, other securities or property, or other
forms of payment, or any

                                     -10-
<PAGE>
combination thereof, upon exercise, settlement or payment of any Award under
the Plan, that the participant (or any beneficiary or person entitled to act)
pay to the Company, upon its demand, such amount as may be requested by the
Company for the purpose of satisfying any liability to withhold federal,
state, local or foreign income or other taxes. If the amount requested is not
paid, the Company may refuse to issue Common Shares, Other Company Securities
or property, other securities or property, or other forms of payment, or any
combination thereof. Notwithstanding anything in the Plan to the contrary, the
Committee may, in its discretion, permit an eligible participant (or any
beneficiary or person entitled to act) to elect to pay a portion or all of the
amount requested by the Company for such taxes with respect to such Award, at
such time and in such manner as the Committee shall deem to be appropriate
(including, but not limited to, by authorizing the Company to withhold, or
agreeing to surrender to the Company on or about the date such tax liability
is determinable, Common Shares, Other Company Securities or property, other
securities or property, or other forms of payment, that would otherwise be
distributed, or have been distributed, as the case may be, pursuant to such
Award to such person, having a fair market value equal to the amount of such
taxes).

    (f) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan, and the rights to
the payment of Awards shall be no greater than the rights of the Company's
general creditors.

    (g) By accepting any Award or other benefit under the Plan, each
participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the
Committee or its delegates.

    (h) Fair market value in relation to Common Shares, Other Company
Securities or property, other securities or property or other forms of payment
of Awards under the Plan, or any combination thereof, as of any specific time
shall mean such value as determined by the Committee in accordance with
applicable law.

    (i) The masculine pronoun includes the feminine and the singular includes
the plural wherever appropriate.

    (j) The appropriate officers of the Company shall cause to be filed any
reports, returns or other information regarding Awards hereunder or any Common
Shares issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act (or any successor provision) or any other applicable statute,
rule or regulation.

    (k) The validity, construction, interpretation, administration and effect
of the Plan, and of its rules and regulations, and rights relating to the Plan
and to Awards granted under the Plan, shall be governed by the substantive
laws, but not the choice of law rules, of the State of New York.

    20. PLAN TERMINATION. The Plan may be suspended in whole or in part at any
time and from time to time by the Board. This Plan shall terminate upon the
earlier of the following dates or events to occur:

    (a) upon the adoption of a resolution of the Board terminating the Plan; or

    (b) ten years from the date the Plan is initially approved and adopted by
the shareholders of the Company in accordance with Paragraph 21 hereof,
provided, however, that the Board may, prior to the expiration of such
ten-year period, extend the term of the Plan for an additional period of up to
five years for the grant of Awards other than Incentive Stock Options. No
termination of the Plan shall materially alter or impair any of the rights or
obligations of any person, without his consent, under any Award theretofore
granted under the Plan, except that subsequent to termination of the Plan, the
Committee may make amendments permitted under Paragraph 12.

    21. SHAREHOLDER ADOPTION. The Plan shall be submitted to the shareholders
of the Company for their approval and adoption at a meeting to be held on or
before April 27, 1998, or at any adjournment thereof. The Plan shall not be
effective and no Award shall be made hereunder unless and until the Plan has
been so approved and adopted. The shareholders shall be deemed to have
approved and adopted the Plan only if it is approved and adopted at a meeting
of the shareholders duly held by vote taken in the manner required by the laws
of the State of New York.




                                     -11-

</TEXT>
</DOCUMENT>
