<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ext102.txt
<DESCRIPTION>EXHIBIT 10.2 - PORTFOLIO GRANT DOCUMENT
<TEXT>
                                                                  EXHIBIT 10.2

                            AMERICAN EXPRESS COMPANY
                        1998 INCENTIVE COMPENSATION PLAN
                               PORTFOLIO GRANT-___
                                       TO



           ----------------------------------------------------------


    _____  __, 20__                              December 31, 20__
 ----------------------                  -------------------------------------
        Award Date                       Expiration Date of Performance
                                         Period (See Paragraphs 2, 5, 6, 7, et
                                         al. for payment and vesting date)


                                        $
           ----------------------------------------------------------
                               Total Target Value

         $                                              $
-----------------------                  -------------------------------------
  Target Value of the                           Target Value of the
  Financial Incentive                             Stock Incentive
      Component                                     Component



         We are pleased to inform you that, pursuant to the Company's 1998
Incentive Compensation Plan, as amended (the "Plan"), the Compensation and
Benefits Committee (the "Committee") of the Board of Directors (the "Board") of
American Express Company (the "Company"), made an award of a portfolio grant to
you as hereinafter set forth (the "Award") under the Plan as of the award date
specified above (the "Award Date"). The Plan is incorporated by reference in
this Agreement and made a part hereof. This Award is subject to the Detrimental
Conduct Provisions established by the Committee, and as from time to time
amended.

1.       GENERAL. You have been granted the Award subject to the provisions of
the Plan and the terms, conditions and restrictions set forth herein.  The Total
Target Value of the Award consists of two components: the Target Value of the
Financial Incentive Component as specified above, representing 60% of the Total
Target Value (the "Financial Target Value") and the Target Value of the Stock
Incentive Component as specified above, representing 40% of the Total Target
Value (the "Stock Target Value"). The period beginning January 1, 20__ and
ending on the expiration date specified above (the "Expiration Date") being the
"Award Period." The Total Target Value, or either of its components may be
reduced by the Committee in its sole discretion, which may include but need not
be limited to, situations where on the last day of the Award Period you are
engaged in Related Employment, as that term is defined in the Plan. The Schedule
A Value (as that term is defined below in Subparagraph 3(b)), if any, and the
Stock


<PAGE>


Incentive Value (as that term is defined below in Subparagraph 3(c)), if any,
will be determined as specified in Paragraph 3 or 4 hereof, as the case may be.

2.       REQUIREMENT OF EMPLOYMENT. Except as otherwise provided in Paragraphs 4
and 6 hereof, your rights to the Final Value (as that term is defined below)
under Subparagraph 5(b) hereof, shall be provisional and shall be canceled in
whole or in part, as determined by the Committee in its sole discretion if your
continuous employment with the Company and its Affiliates (as that term is
defined in the Plan) or your Related Employment as that term is defined in the
Plan (hereinafter collectively referred to as "employment with the American
Express companies"), terminates for any reason on or before the Payment Date as
set forth in Subparagraph 5(b). Whether and as of what date your employment with
the American Express companies shall terminate if you are granted a leave of
absence or commence any other break in employment intended by your employer to
be temporary, shall be determined by the Committee in its sole discretion.

3.       DETERMINATION OF THE SCHEDULE A VALUE OF THE FINANCIAL INCENTIVE, STOCK
INCENTIVE VALUE, INITIAL VALUE AND FINAL VALUE.

(a)      Except as otherwise provided below in this Paragraph 3 and in
Paragraphs 2, 4 and 6 hereof, there shall be paid to you in accordance with
Paragraph 5 hereof, the sum, as may be adjusted by the Committee pursuant to
Paragraph 3(d), of the Schedule A Value of the Financial Incentive (the
"Schedule A Value") as of the last day of the Award Period, if any, as provided
in Subparagraph 3(b), plus the Stock Incentive Value (as that term is defined
below) after the end of the Award Period, if any, as provided in Subparagraph
3(c)(i).

(b)      SCHEDULE A VALUE OF THE FINANCIAL INCENTIVE.

         (i)      Except as otherwise provided in this Paragraph 3, the Schedule
         A Value as of the last day of the Award Period will be equal to (X)
         times (Y), where (X) equals the Financial Incentive Payout Percentage,
         if any, determined by the Committee based on the performance (i.e.,
         Average Annual Return on Equity, Net Revenue, and Earnings Per Share,
         as the case may be) of the Company or of a unit of the Company, as the
         case may be, pursuant to the formula provided in Schedule A to this
         Agreement and (Y) is the Financial Target Value. However, in no event
         will (X) be greater than the Maximum Value as set forth in Schedule A
         to this Agreement.

         (ii)     In the application of Schedule A to this Agreement after the
         end of the Award Period for purposes of determining the Schedule A
         Value pursuant to this Subparagraph 3(b), (A) if the Average Annual
         Return on Equity, Net Revenue, and Earnings Per Share, as the case may
         be, are less than those levels needed to have some Schedule A Value,
         there shall be no Schedule A Value, and (B) if the Average Annual
         Return on Equity,  Net Revenue, and Earnings Per Share, as the case may
         be, are equal to or greater than those levels needed to have some
         Schedule A Value and less than or equal to the maximum specified levels
         and are not represented on the table, the Schedule A Value shall be
         determined by


                                                                               2


<PAGE>


         straight-line interpolation from the amounts specified in such table
         immediately less than and greater than the amounts actually attained.

         (iii)    For purposes of this Award, the following terms shall have the
         following meanings (which will take into account, in each case, the
         expenses and other financial effect for the applicable year(s) of
         portfolio grants under the Plan except as adjusted by the application
         of Subparagraph 3(b)(iv)).

         (A)      "Net Revenue (managed basis)" means, for any given year, the
         total revenues of the Company or of a segment or other part of the
         Company, as the case may be, for such year, as reported by the Company
         under generally accepted accounting principles, net of American Express
         Financial Advisors' provisions for annuities, insurance and investment
         certificates products, and exclude the effect of TRS' asset
         securitizations.

         (B)      "Average Annual Net Revenue" means, for the Award Period, the
         sum of the Net Revenue (managed basis) for every year during the Award
         Period, divided by 3.

         (C)      "Net Income" means, for any given year, the after-tax net
         income (or loss) of the Company or of a segment or other part of the
         Company, as the case may be, for such year as adjusted below, as
         determined by the Company in accordance with generally accepted
         accounting principles applied on a basis comparable to that used for
         the purpose of reporting industry segment data in the Company's annual
         audited financial statements. The calculation of Net Income, for any
         given year, will be adjusted to exclude:

                  o    reported cumulative effect of accounting changes,

                  o    reported income and losses from discontinued operations,
                       and

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

         (D)      "Earnings Per Share" means, for any given year, the diluted
         earnings (or loss) per share of the Company for such year, as
         determined by the Company in accordance with generally accepted
         accounting principles for inclusion in the Company's annual audited
         financial statements. The calculation of Earnings Per Share, for any
         given year, will be adjusted in the same fashion as Net Income for such
         year.

         (E)      "Average Annual Earnings Per Share" means, for the Award
         Period, the sum of the Earnings Per Share for every year during the
         Award Period, divided by 3.


                                                                              3


<PAGE>


         (F)      "Average Annual Shareholders' Equity" means, for any given
         year, the sum of the total shareholders' equity of the Company or of a
         segment or other part of the Company, as the case may be, as of the
         first day of such year and as of the end of each month during such
         period (each as determined by the Company in accordance with generally
         accepted accounting principles but excluding the effect of Statement of
         Financial Accounting Standards Nos. 115 and 133 (relating to
         mark-to-market treatment of certain investments and accounting for
         derivatives, respectively) divided by 13.

         (G)      "Annual Return on Equity" means, for any given year, the Net
         Income for such year divided by the Average Annual Shareholders' Equity
         for such year.

         (H)      "Average Annual Return on Equity" means, for the Award Period,
         the sum of the Annual Return on Equity for every year during the Award
         Period, divided by 3.

         (I)      "Amex Total Shareholder Return (Amex TSR)" means the compound
         annual growth rate, expressed as a percentage with one decimal point,
         in the value of a share of common stock in the Company due to stock
         appreciation and dividends, assuming dividends are reinvested, during
         the Award Period. For this purpose, the "Beginning Stock Price" shall
         mean the average closing sales prices on the New York Stock Exchange
         Composite Transaction Tape for the trading days in the month of
         December immediately preceding the beginning of the Award Period; and,
         the "Ending Stock Price" shall mean the average closing sales prices on
         the New York Stock Exchange Composite Transaction Tape for the trading
         days in the month of December immediately preceding the Expiration
         Date. The Amex TSR is calculated as follows:


(Ending Stock Price + value of dividends paid and reinvested during the Award
Period)(1/3)
-------------------------------------------------------------------------------
                         Beginning Stock Price    -1


         (J)      "S&P Financial Index Total Shareholder Return (S&P Financial
         TSR)" means the compound annual growth rate, expressed as a percentage
         with one decimal point, in the value of the S&P Financial Index during
         the Award Period. It is calculated in a manner consistent with
         Subparagraph 3(b)(iii)(I) above from information publicly reported by
         Standard & Poors Company (or the entity that publishes such other
         index, as the case may be).

         (iv)     In the event of the sale, disposition, restructuring,
         discontinuance of operations or other extraordinary corporate event in
         respect of a material business during the Performance Period or any of
         the events discussed in subparagraph 3(c)(ii) during the Performance
         Period, if the Committee shall determine that such an event equitably
         requires an adjustment in the calculation or terms of the Financial
         Incentive Component under this Award, including Average Annual Return
         on Equity, Net Revenue, and Earnings Per Share, on the grounds


                                                                               4


<PAGE>


         that any such event would produce an unreasonable value, such equitable
         adjustment will be made by the Committee. Any such determination by the
         Committee under this subparagraph 3(b)(iv) shall be final, binding and
         conclusive.


(c)          STOCK INCENTIVE VALUE.

         (i)      Except as otherwise provided in this Paragraph 3 and in
         Paragraph 1 above, the Stock Incentive Value, as determined by the
         Committee after the last day of the Award Period (the "Stock Incentive
         Value"), will be an amount equal to (A) times (B), where (A) is the
         Stock Incentive Payout Percentage, if any, determined by the Committee
         based on a comparison of the Amex TSR and the S&P Financial TSR
         pursuant to the formula and (B) is the Stock Target Value, both
         provided in Schedule A to this Agreement. However, in no event will (A)
         be greater than the Maximum Value of the Stock Incentive Value as set
         forth in Schedule A to this Agreement.

         (ii)     In the event of any change in the corporate capitalization of
         the Company, such as by reason of any stock split, or a material
         corporate transaction, such as any merger of the Company into another
         corporation, any consolidation of the Company and one or more
         corporations into another corporation, any separation of the Company
         (including a spin-off or other distribution of stock or property by the
         Company), any reorganization of the Company (whether or not such
         reorganization comes within the definition of such term in Section 368
         of the Internal Revenue Code of 1986, as amended (the "Code")), or any
         partial or complete liquidation by the Company, other than a normal
         cash dividend, if the Committee shall determine that such a change
         equitably requires an adjustment in the calculation or terms of the
         Stock Incentive Component under this Award, on the grounds that any
         such change would produce an unreasonable value, such equitable
         adjustment will be made by the Committee.  Any such determination by
         the Committee under this Subparagraph 3(c)(ii) shall be final, binding
         and conclusive.

(d)      As soon as reasonable after the last day of the Award Period, the
Committee may determine, in its sole discretion, that the sum of the Schedule A
Value and the Stock Incentive Value (as initially determined above in
Subparagraphs 3(b) and (c), respectively) may be adjusted downward (that is, to
a value of zero), but in no event upward, as follows:

         (i)      YOUR UNIT'S RESULTS. Downward by a percentage (ranging from
         0-100%) of such initially-determined sum, based on such criteria as the
         Committee shall deem appropriate relating to your unit's results, with
         such resultant sum being the "Initial Value"; provided that any such
         determination by the Committee need not be made in a uniform manner and
         may be made selectively among holders of awards of portfolio grants in
         your unit, whether or not such award holders are similarly situated.


                                                                               5


<PAGE>


         (ii)     YOUR INDIVIDUAL RESULTS. The Initial Value may be adjusted
         further downward by a percentage (ranging from 0-100%) of such Initial
         Value after the application of Subparagraph 3(d)(i), based on such
         criteria as the Committee shall deem appropriate relating to your
         individual results, with such final resultant sum being the "Final
         Value";  provided that any such determination by the Committee need not
         be made in a uniform manner and may be made selectively among holders
         of awards of portfolio grants, whether or not such award holders are
         similarly situated.

In no event may the Committee amend any provision hereof so as increase or
otherwise adjust upward the Schedule A Value or any component thereof or the
Stock Incentive Value.


(e)          The Committee shall determine the Schedule A Value, the Stock
Incentive Value, the Initial Value and the Final Value pursuant to this
Agreement, and such determinations by the Committee shall be final, binding and
conclusive upon you and all persons claiming under or through you.

4.           DEATH, DISABILITY OR RETIREMENT.

(a)          If, on or before the Payment Date set forth in Subparagraph 5(b)
but during a period when you have been in continuous employment with the
American Express companies since the Award Date, you terminate your employment
with the American Express companies by reason of disability at any time
following the Award Date (as that term is defined in the Plan) or you die at any
time following the Award Date, you will be entitled to that proportion of the
Final Value as the number of full months which have elapsed between January 1,
2005 and the end of the month in which your termination of employment by reason
of death or such disability occurs (not to exceed 38) bears to 38, and for this
purpose, to the extent not otherwise previously determined by the Committee, in
the event of your disability or death, the Final Value shall be calculated by
applying the rate at which the expense for the Award was being accrued for
purposes of the Company's annual audited financial statement at the end of the
last completed calendar quarter prior to your disability or death, as
applicable.

Such amount, if any, shall be payable as soon as practicable thereafter, unless
otherwise determined by the Committee, in cash, common shares of the Company, or
other property, or any combination thereof, and you and all others claiming
under or through you shall not be entitled to receive any other amounts under
this Award.

(b)          If, on or before the Payment Date set forth in Subparagraph 5(b)
but during a period when you have been in continuous employment with the
American Express companies since the Award Date, you terminate your employment
with the American Express companies by reason of retirement (as that term is
defined by the Committee), and such event occurs more than one year after the
Award Date, you will be entitled to receive an amount under this Award as
provided in this Subparagraph 4(b). Generally, in such event you will be
entitled to that proportion of the Final Value as the number of full months
which have elapsed between January


                                                                               6


<PAGE>


1, 20__ and the end of the month in which your termination of employment by
reason of such retirement occurs (not to exceed 38) bears to 38, unless such
termination occurs following the attainment of age 60, in which case you will be
entitled to receive 50% of the Final Value he would otherwise forfeit under the
above formula, or, unless such termination occurs following attainment of age
62, in which case you will be entitled to 100% of the Final Value. The Final
Value for this purpose shall be determined after the last day of the Award
Period in the normal course in accordance with Paragraph 3 hereof. Such amount,
if any, shall be payable in cash, common shares of the Company, or other
property, or any combination thereof, after the Award Period in accordance with
Paragraphs 5 and 6 hereof, and you and all others claiming under or through you
shall not be entitled to receive any other amounts under this Award.

5.           PAYMENT OF AWARD.

(a)          As soon as reasonable after the last day of the Award Period, or
the earlier date your continuous employment with American Express companies
terminates by reason of disability or death in accordance with Paragraph 4
above, but prior to payment in respect of the Award, the Committee shall
determine whether the conditions of Paragraph 2, and Paragraph 3 or 4 hereof
have been met and, if so, shall ascertain the Final Value in accordance with
Paragraph 3 or 4, as the case may be.

(b)          If the Committee determines that there is no Schedule A Value, the
Financial Incentive part of this Award will be canceled, and the Stock Incentive
Value, if any, as determined in accordance with Paragraph 3 or 4 shall become
payable to you in the form provided below in this Subparagraph 5(b). If the
Committee determines that there is some Schedule A Value, however, the Final
Value as determined pursuant to Paragraph 3 or 4, if any, shall become payable
to you in cash, common shares of the Company, restricted shares of the Company
("RSA")(where such RSA shall have the terms substantially as set forth in the
form of restricted stock award granted generally under the Plan, or its
successor, except that the RSA shall vest pursuant to a period determined in the
Committee's discretion, except that such vesting period shall not be less than
one year from date of grant), or other property, or any combination thereof as
soon as practicable following February 1, 2008 (or at such other time or times
as the Committee shall determine as provided in Paragraph 7 below) (the "Payment
Date").

6.           TERMINATION OF EMPLOYMENT AFTER THE AWARD PERIOD BUT ON OR BEFORE
THE PAYMENT DATE. If, after the last day of the Award Period and on or before
the Payment Date specified above in Subparagraph 5(b), but during a period when
you have been in continuous employment with the American Express companies since
the Award Date, your employment terminates with the American Express companies
for any reason other than death, disability or retirement as set forth in
Paragraph 4, then, you and all others claiming under or through you shall not be
entitled to receive any amounts under this Award, except as otherwise determined
by the Committee in its sole discretion.

7.           DEFERRAL OR ACCELERATION OF PAYMENT OF AWARD. Notwithstanding
anything in this Agreement to the contrary, subject to satisfying applicable
requirements under Section 409A of the Internal Revenue Code of 1986, as
amended, any payments to be made under this Award may be deferred or accelerated
in such manner as the Committee shall determine in its sole


                                                                               7


<PAGE>


discretion; provided that as to such a deferral of payment, any amount paid in
excess of the amount that was originally payable to you under this Agreement
will be based on a reasonable interest rate as determined by the Committee, and
provided, further, that as to such an acceleration of payment to you under this
Agreement, any amount so paid will be discounted to reasonably reflect the time
value of money as determined by the Committee.

8.           CHANGE IN CONTROL. Notwithstanding anything in this Agreement to
the contrary (except for the provision dealing with a limitation under Section
280G of the Internal Revenue Code of 1986, as amended), if you have not received
payment under the Agreement and, within two years after the date of a Change in
Control (as defined below), you experience a termination of employment that
would otherwise entitle you to receive the payment of severance benefits under
the provisions of the severance plan that are in effect and that you participate
in as of the date of such Change in Control, (i) you shall immediately be 100%
vested in the Award; (ii) the Committee shall determine the Schedule A Value and
Stock Incentive Value as of the date of such termination of employment as if the
Award Period had just ended, based on results against the financial performance
measures for the Schedule A Value or the Amex TSR in comparison to the S&P
Financial TSR for the Stock Incentive Value up to the last day of the calendar
quarter ending on or immediately prior to such date, but prorated based on (a)
the total number of full and partial months of the Award Period which have
elapsed between (X) January 1, 20__, and (Y) the date of such termination of
employment (not to exceed 36), divided by (b) the total number of months in the
Award Period; provided, however, the Committee shall adjust the resulting
Schedule A value downward by thirty-three percent (33%) and (iii) such value of
the Award shall be paid to you in cash within five days after the date of such
termination of employment. The Committee may not amend or delete this Paragraph
8 of this Agreement in a manner that is detrimental to you, without your written
consent. A "Change in Control" has that meaning as defined in American Express
Senior Executive Severance Plan, as amended from time to time.

9.           TAX WITHHOLDING AND FURNISHING OF INFORMATION. There shall be
withheld from any payment under this Award, such amount, if any, as the Company
and/or your employer determines is required by law, including, but not limited
to, U.S. federal, state, local or foreign income, employment or other taxes
incurred by reason of making of the Award or of such payment. It shall be a
condition to the obligation of the Company to make payments under this Award
that you (or those claiming under or through you) promptly provide the Company
and/or your employer with all forms, documents or other information reasonably
required by the Company and/or your employer in connection with the Award.

10.          RIGHTS NOT ASSIGNABLE. Except as otherwise determined by the
Committee in its sole discretion, your rights and interests under the Award and
the Plan may not be sold, assigned, transferred, or otherwise disposed of, or
made subject to any encumbrance, pledge, hypothecation or charge of any nature,
except that you may designate a beneficiary pursuant to Paragraph 11 hereof. If
you (or those claiming under or through you) attempt to violate this Paragraph
10, such attempted violation shall be null and void and without effect, and the
Company's obligation to make any further payments to you (or those claiming
under or through you) hereunder shall terminate.


                                                                               8

<PAGE>


11.          BENEFICIARY DESIGNATION. Subject to the provisions of the Plan, you
may, by completing a form acceptable to the Company and returning it to the
Corporate Secretary's Office, at American Express Tower, World Financial Center,
New York, New York 10285-5005, name a beneficiary or beneficiaries to receive
any payment to which you may become entitled under this Agreement in the event
of your death. You may change your beneficiary or beneficiaries from time to
time by submitting a new form to the Corporate Secretary's Office at the same
address. If you do not designate a beneficiary, or if no designated beneficiary
is living on the date any amount becomes payable under this Agreement, such
payment will be made to the legal representatives of your estate, which will be
deemed to be your designated beneficiary under this Agreement.

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

13.          MAJOR TRANSACTION. This Section shall apply in the event of a Major
Transaction (as defined in the American Express Senior Executive Severance Plan,
as amended from time to time).

             If all or any portion of the payments or benefits to which the
Participant will be entitled under the Plan, either alone or together with other
payments or benefits which the Participant receives or is entitled to receive
directly or indirectly from the Company or any of its subsidiaries or any other
person or entity that would be treated as a payor of parachute payments as
hereinafter defined, under any other plan, agreement or arrangement, would
constitute a "parachute payment" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") or any successor
provision thereto and regulations or other guidance thereunder (except that
"2.95" shall be used instead of "3" under Section 280G(b)(2)(A)(ii) of the Code
or any successor provision thereto), such payment or benefits provided to the
Participant under this Plan, and any other payments or benefits which the
Participant receives or is entitled to receive directly or indirectly from the
Company or any of its subsidiaries or any other person or entity that would be
treated as a payor of parachute payments as hereinafter defined, under any other
plan, agreement or arrangement which would constitute a parachute payment, shall
be reduced (but not below zero) as described below to the extent necessary so
that no portion thereof would constitute such a parachute payment as previously
defined (except that "2.95" shall be used instead of "3" under Section
280G(b)(2)(A)(ii) of the Code or any successor provision thereto). Whether
payments or benefits to the Participant would constitute a "parachute payment",
whether such payments or benefits are to be reduced pursuant to the first
sentence of this paragraph, and the extent to which they are to be so reduced,
will be determined by the firm serving, immediately prior to the Major
Transaction, as the Company's independent auditors, or if that firm refuses to
serve, by another qualified firm, whether or not serving as independent
auditors, designated by the Administration Committee under the American Express


                                                                               9


<PAGE>


Senior Executive Severance Plan (the "Firm"). The Firm will be paid reasonable
compensation by the Company for such services. If the Firm concludes that its
determination is inconsistent with a final determination of a court or the
Internal Revenue Service, the Firm shall, based on such final determination,
redetermine whether the amount payable to the Participant should have been
reduced and, if applicable, the amount of any such reduction. If the Firm
determines that a lesser payment should have been made to the Participant, then
an amount equal to the amount of the excess of the earlier payment over the
redetermined amount (the "Excess Amount") will be deemed for all purposes to be
a loan to the Participant made on the date of the Participant's receipt of such
Excess Amount, which the Participant will have an obligation to repay to the
Company on the fifth business day after demand, together with interest on such
amount at the lowest applicable Federal rate (as defined in Section 1274(d) of
the Code or any successor provision thereto), compounded semi-annually (the
"Section 1274 Rate") from the date of the Participant's receipt of such Excess
Amount until the date of such repayment (or such lesser rate (including zero) as
may be designated by the Firm such that the Excess Amount and such interest will
not be treated as a parachute payment as previously defined). If the Firm
determines that a greater payment should have been made to the Participant,
within five business days of such determination, the Company will pay to the
Participant the amount of the deficiency, together with interest thereon from
the date such amount should have been paid to the date of such payment, at the
Section 1274 Rate (or such lesser rate (including zero) as may be designated by
the Firm such that the amount of such deficiency and such interest will not be
treated as a parachute payment as previously defined). If a reduction is to be
made pursuant to this paragraph, the Firm will have the right to determine which
payments and benefits will be reduced, either those under this Plan alone or
such other payments or benefits which the Participant receives or is entitled to
receive directly or indirectly from the Company or any of its subsidiaries or
any other person or entity that would be treated as a payor of parachute
payments as previously defined, under any other plan, agreement or arrangement.

14.          CHANGE IN CONTROL PAYMENTS. This Paragraph shall apply in the event
of Change in Control (as defined in the American Express Senior Executive
Severance Plan, as amended from time to time).

(a)          In the event that any payment or benefit received or to be received
by you hereunder in connection with a Change in Control or termination of your
Participant's employment (such payments and benefits, excluding Gross-Up Payment
(as hereinafter defined), being hereinafter referred to collectively as the
"Payments"), will be subject to the excise tax referred to in Section 4999 of
the Code (the "Excise Tax"), then (i) in the case of a Participant who is
classified in Band 70 (or its equivalent) or above immediately prior to such
Change in Control (a "Tier 1 Employee"), the Company shall pay to such Tier 1
Employee, within five days after receipt by such Tier 1 Employee of the written
statement referred to in paragraph (e) below, an additional amount (the
"Gross-Up Payment") such that the net amount retained by such Tier 1 Employee,
after deduction of any Excise Tax on the Payments and any federal, state and
local income and employment taxes and Excise Tax upon the Gross-Up Payment,
shall be equal to the Payments and (ii) in the case of a Participant other than
a Tier 1 Employee, the Payments shall be reduced to the extent necessary so that
no portion of the Payments is subject to the Excise Tax but only if (A) the net
amount of all Total Payments (as hereinafter defined), as so reduced (and after
subtracting the net amount of federal, state and local income and employment
taxes on such


                                                                              10


<PAGE>


reduced Total Payments), is greater than or equal to (B) the net amount of such
Total Payments without any such reduction (but after subtracting the net amount
of federal, state and local income and employment taxes on such Total Payments
and the amount of Excise Tax to which the Participant would be subject in
respect of such unreduced Total Payments); provided, however, that the
Participant may elect in writing to have other components of his or her Total
Payments reduced prior to any reduction in the Payments hereunder.

(b)          For purposes of determining whether the Payments will be subject to
the Excise Tax, the amount of such Excise Tax and whether any Payments are to be
reduced hereunder: (i) all payments and benefits received or to be received by
the Participant in connection with such Change in Control or the termination of
such Participant's employment, whether pursuant to the terms of this Agreement
or any other plan, arrangement or agreement with the Company, any Person (as
such term is defined in Subparagraph 2 above) whose actions result in such
Change in Control or any Person affiliated with the Company or such Person (all
such payments and benefits, excluding the Gross-Up Payment and any similar
gross-up payment to which a Tier 1 Employee may be entitled under any such other
plan, arrangement or agreement, being hereinafter referred to as the "Total
Payments"), shall be treated as "parachute payments" (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of the Firm, such
payments or benefits (in whole or in part) do not constitute parachute payments,
including by reason of section 280G(b)(2)(A) or section 280G(b)(4)(A) of the
Code; (ii) no portion of the Total Payments the receipt or enjoyment of which
the Participant shall have waived at such time and in such manner as not to
constitute a "payment" within the meaning of section 280G(b) of the Code shall
be taken into account; (iii) all "excess parachute payments" within the meaning
of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax
unless, in the opinion of the Firm, such excess parachute payments (in whole or
in part) represent reasonable compensation for services actually rendered
(within the meaning of section 280G(b)(4)(B) of the Code) in excess of the Base
Amount (within the meaning of section 280G(b)(3) of the Code) allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax; and
(iv) the value of any noncash benefits or any deferred payment or benefit shall
be determined by the Firm in accordance with the principles of sections
280G(d)(3) and (4) of the Code and regulations or other guidance thereunder. For
purposes of determining the amount of the Gross-Up Payment in respect of a Tier
1 Employee and whether any Payments in respect of a Participant (other than a
Tier 1 Employee) shall be reduced, a Participant shall be deemed to pay federal
income tax at the highest marginal rate of federal income taxation (and state
and local income taxes at the highest marginal rate of taxation in the state and
locality of such Participant's residence, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes) in the calendar year in which the Gross-Up Payment is to be made
(in the case of a Tier 1 Employee) or in which the Payments are made (in the
case of a Participant other than a Tier 1 Employee). The Firm will be paid
reasonable compensation by the Company for its services.

(c)          In the event that the Excise Tax is finally determined to be less
than the amount taken into account hereunder in calculating the Gross-Up
Payment, then an amount equal to the amount of the excess of the earlier payment
over the redetermined amount (the "Excess Amount") will be deemed for all
purposes to be a loan to the Tier 1 Employee made on the date of the Tier 1
Employee's receipt of such Excess Amount, which the Tier 1 Employee will have


                                                                              11


<PAGE>


an obligation to repay to the Company on the fifth business day after demand,
together with interest on such amount at the lowest applicable Federal rate (as
defined in Section 1274(d) of the Code or any successor provision thereto),
compounded semi-annually (the "Section 1274 Rate") from the date of the Tier 1
Employee's receipt of such Excess Amount until the date of such repayment (or
such lesser rate (including zero) as may be designated by the Firm such that the
Excess Amount and such interest will not be treated as a parachute payment as
previously defined). In the event that the Excise Tax is finally determined to
exceed the amount taken into account hereunder in calculating the Gross-Up
Payment (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), within five business
days of such determination, the Company will pay to the Tier 1 Employee an
additional amount, together with interest thereon from the date such additional
amount should have been paid to the date of such payment, at the Section 1274
Rate (or such lesser rate (including zero) as may be designated by the Firm such
that the amount of such deficiency and such interest will not be treated as a
parachute payment as previously defined). The Tier 1 Employee and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the amount of any Gross-Up
Payment.

(d)          As soon as practicable following a Change in Control, the Company
shall provide to each Tier 1 Employee and to each other Participant with respect
to whom it is proposed that Payments be reduced, a written statement setting
forth the manner in which the Total Payments in respect of such Tier 1 Employee
or other Participant were calculated and the basis for such calculations,
including, without limitation, any opinions or other advice the Company has
received from the Firm or other advisors or consultants (and any such opinions
or advice which are in writing shall be attached to the statement).

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

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


                                                                              12


<PAGE>


                                 AMERICAN EXPRESS COMPANY
                                 By the Compensation and Benefits
                                 Committee of the Board of Directors:







                                 By
                                    --------------------------------
































                                                                              13


<PAGE>


                                                                      SCHEDULE A


              AXP PG-____ FINANCIAL INCENTIVE COMPONENT (FIC) GRID
    -------------------------------------------------------------------------
       (subject to award agreement and discretionary downward adjustment)


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                              AXP FINANCIAL INCENTIVE COMPONENT (FIC)
                                               (ALLOCATED 60% OF TOTAL TARGET VALUE)
-------------------------------------------------------------------------------------------------------------------------------
                AXP Average Annual $     /      AXP Average Annual $ Net Revenue    /       AXP Average Annual Return
            Earnings Per Share (diluted) /          (managed basis) ($ billion)     /              on Equity
                    (40% weight)         /                 (30% weight)             /             (30% weight)
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                  <C>                 <C>                   <C>
    20__ - 20__     /    Max. Value %    /     20__ - 20__     /    Max. Value %    /     20__ - 20__      /    Max. Value %
 Performance Period /      (a)(b)        / Performance Period  /      (a)(b)        / Performance Period   /        (a)(b)
-------------------------------------------------------------------------------------------------------------------------------
    $___ Or More    /       ___%         /     $___ Or More    /        ___%        /     ___% Or More     /        ___%
                    /                    /                     /                    /                      /
-------------------------------------------------------------------------------------------------------------------------------
    $___            /       ___%         /     $___            /        ___%        /     ___%             /        ___%
                    /                    /                     /                    /                      /
-------------------------------------------------------------------------------------------------------------------------------
    $___            /       ___%         /     $___            /        ___%        /     ___%             /        ___%
-------------------------------------------------------------------------------------------------------------------------------
    $___            /       ___%         /     $___            /        ___%        /     ___%             /        ___%
                    /                    /                     /                    /                      /
-------------------------------------------------------------------------------------------------------------------------------
    $___            /       ___%         /     $___            /        ___%        /     ___%             /        ___%
                    /                    /                     /                    /                      /
-------------------------------------------------------------------------------------------------------------------------------
    Less Than $__   /       -0-         /     Less Than $___  /         -0-         /     Less Than ___%   /        -0-
                    /                    /                     /                    /                      /
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  "%" = percent of the  executive's  dollar  Target  Value  allocated  to the
     applicable performance factor.

(b)  Straight-line  interpolation  would apply for any actual  performance level
     that falls between two performance levels shown on the grid.

AXP  = Consolidated American Express Company


<PAGE>


                                                                     Schedule A


                 AXP PG-___ STOCK INCENTIVE COMPONENT (SIC) GRID
       (subject to award agreement and discretionary downward adjustment)


------------------------------------------------------------------------
                  AXP STOCK INCENTIVE COMPONENT (SIC)
                 (allocated 40% of Total Target Value)
------------------------------------------------------------------------
                 AXP Total Shareholder Return (TSR) %
                          vs. S&P Financials
------------------------------------------------------------------------
   20__ - 20__ Perormance Period                     Max. Value %
     (percentage points AXP is                        (a) (b)
         higher or lower)
------------------------------------------------------------------------
              +__% Or Higher                            ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
              +__%                                      ___%
                0%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
              -__%                                      ___%
  Lower Than  -__%                                      -0-
------------------------------------------------------------------------

(a)  = %  percent  of the  executive's  dollar  Target  Value  allocated  to the
     applicable performance factor

(b)  Straight-line  interpolation  would apply for any actual  performance level
     that falls between two performance levels shown on the grid.


AXP = Consolidated American Express Company
</TEXT>
</DOCUMENT>
