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<SEC-DOCUMENT>0000004962-07-000006.txt : 20070126
<SEC-HEADER>0000004962-07-000006.hdr.sgml : 20070126
<ACCEPTANCE-DATETIME>20070126172252
ACCESSION NUMBER:		0000004962-07-000006
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20070122
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070126
DATE AS OF CHANGE:		20070126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN EXPRESS CO
		CENTRAL INDEX KEY:			0000004962
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				134922250
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07657
		FILM NUMBER:		07557656

	BUSINESS ADDRESS:	
		STREET 1:		200 VESEY STREET
		STREET 2:		50TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10285
		BUSINESS PHONE:		2126402000

	MAIL ADDRESS:	
		STREET 1:		200 VESEY STREET
		STREET 2:		50TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10285
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>wrapjan26.txt
<DESCRIPTION>8-K OF AMERICAN EXPRESS COMPANY
<TEXT>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): January 22, 2007

                           AMERICAN EXPRESS COMPANY
            (Exact name of registrant as specified in its charter)

      New York                         1-7657                  13-4922250
- -----------------------------  ------------------------   -------------------
(State or other jurisdiction   (Commission File Number)     (IRS Employer
 of incorporation                                            Identification No.)
 or organization)


200 Vesey Street, World Financial Center
New York, New York                                            10285
- ---------------------------------------------------         ----------
(Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (212) 640-2000


             ---------------------------------------------------
        (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

- --- Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

- --- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

- --- Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

- --- Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>
Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of
           Certain Officers

     (d) On January 22, 2007, the Board of Directors of American Express
Company (the "Company") elected Richard C. Levin as a director of the
Company. In addition, on January 22, 2007, the Board of Directors elected
Ronald A. Williams as a director of the Company, effective January 26, 2007.
The Board expects to appoint Messrs. Levin and Williams to one or more
committees of the Board at a later date. A copy of the press release
announcing the election of Messrs. Levin and Williams is attached as Exhibit
99.1 to this Current Report on Form 8-K.

(e)      EXECUTIVE COMPENSATION MATTERS
         ------------------------------

2007 BASE SALARY
- ----------------

     On January 22, 2007, the Compensation and Benefits Committee (the
"Compensation Committee") of the Board of Directors of the Company approved
the annual base salaries (effective as of such date) of the Company's
executive officers after a review of performance and competitive market data.
The following table sets forth the annual base salary levels of the Company's
Named Executive Officers (which officers were determined by reference to the
Company's proxy statement, dated March 17, 2006) for 2007 and 2006:


NAME AND POSITION                    YEAR              BASE SALARY
- -----------------                    ----              -----------

Kenneth I. Chenault                  2007              $1,250,000
   Chairman and Chief                2006              1,100,000
   Executive Officer

Gary L. Crittenden                   2007              675,000
   Executive Vice President          2006              575,000
   and Chief Financial Officer;
   Head, Global Network
   Services

Edward P. Gilligan                   2007              725,000
   Group President                   2006              575,000
   American Express International
   and Global Corporate Services

Alfred F. Kelly, Jr.                 2007              725,000
   Group President                   2006              575,000
   Consumer, Small
   Business and Merchant Services

Louise M. Parent                     2007              525,000
   Executive Vice President          2006              500,000
   and General Counsel


PORTFOLIO GRANT AWARDS
- ----------------------

     On January 25, 2007, the Compensation Committee approved the
performance-based criteria by which potential payouts to the Company's
executive officers under Portfolio Grant 2007-2009 ("PG07-09") awards, which
will be based on the Company's performance during the three years ending
December 31, 2009, will be determined. The PG07-09 awards for the Company's
executive officers are made pursuant to the Company's 1998 Incentive
Compensation Plan, as amended (which was filed as Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2005, and
with amendments approved most recently by shareholders at the Company's 2002
annual meeting). The Compensation Committee's intent is to structure the
PG07-09 awards using "performance-based" goals that are designed to allow the
Company to pay competitive compensation based on performance and fully deduct
the compensation ultimately paid to the executive officers under these awards
under U.S. tax law and regulations.

     Portfolio grant awards are based on the following four components, each
of which represents 25% of the total target value of an award: (1) the
Company's average annual diluted earnings per share ("EPS"); (2) the Company's
average annual net revenue; (3) the Company's average annual return on equity
("ROE"); and (4) the Company's total shareholder return (I.E., share price
appreciation plus dividends) compared to that of the S&P 500, in each case for
the applicable three-year period, with the potential award payout determined
by reference to a table of possible performance and earned payout levels. In
determining average annual diluted EPS and average annual ROE, the Company's
reported net income will be adjusted to exclude the cumulative effect of
accounting changes, income and losses from discontinued operations and
extraordinary gains and losses as determined under generally accepted
accounting principles. Net revenue is the Company's total net revenue as
reported by the Company. Each component will earn value only if the Company
achieves at least a threshold level of performance.

     Under the terms of portfolio grant awards, the Compensation Committee
will be precluded from paying an executive officer more than the maximum
payout called for by reference to the particular performance level achieved by
the Company during the applicable performance period; HOWEVER, the
Compensation Committee will have the flexibility to reduce this amount in its
complete discretion. In exercising its discretion, the Compensation Committee
may take into consideration the executive's business unit's/staff group's
results, the executive's individual performance or other criteria as it may
determine.


     The earned payouts to the Company's executive officers in respect of a
portfolio grant award generally are made in the February immediately following
the end of the applicable three-year performance period. A portfolio grant
award to an executive officer may be paid in the form of cash, restricted
shares of the Company's common stock, letters of intent to deliver shares of
the Company's common stock, or a combination thereof, as determined by the
Compensation Committee in its discretion. Generally, an executive officer must
be continuously employed by the Company through the date of payment to be
eligible to receive such payout.

     A copy of the form of portfolio grant award agreement is filed as Exhibit
10.1 to this report and is hereby incorporated by reference.

     Under the performance schedules approved by the Compensation Committee,
the potential payout that may be made to the CEO in respect of PG07-09 awards
ranges from a "threshold payout" of $868,750 to a "maximum payout" of
$12,031,250. The potential payout that may be made to the Company's executive
officers other than the CEO ranges from a "threshold payout" of $139,000 to a
"maximum payout," depending on the executive, of up to $3,609,375. The
"threshold payout" represents the maximum amount (assuming no downward
adjustment by the Compensation Committee) that may be paid assuming the
achievement of the minimum levels of performance at which a payout may first
be made. The "maximum payout" represents the maximum amount (assuming no
downward adjustment by the Compensation Committee) that may be paid assuming
the achievement of the maximum level of performance under the award
provisions.


SUPPLEMENTAL RETIREMENT PLAN
- ----------------------------

     On January 22, 2007, the Compensation Committee approved the amendment
and restatement of the Company's Supplemental Retirement Plan (the "Amended
SRP") for eligible U.S. employees, effective as of July 1, 2007. A brief
summary of the amendments made to the Amended SRP is set forth below, and a
copy of the Amended SRP is filed as Exhibit 10.2 to this report and is hereby
incorporated by reference.

     U.S. tax law limits the amount of benefits that the Company can provide
under its tax-qualified plans: the American Express Retirement Plan, as
amended (the "RP"), and the American Express Retirement Savings Plan
(formerly known as, the American Express Incentive Savings Plan, as amended)
(the "RSP"). The Amended SRP is an unfunded, nonqualified deferred
compensation arrangement that primarily provides benefits that cannot be
payable under the Company's tax-qualified plans because of the limitations
imposed on such plans by the Internal Revenue Code of 1986, as amended (the
"Code").

     Generally, participation in the Amended SRP is limited to highly
compensated U.S. employees who have compensation in excess of tax-qualified
plan limitations under the Code.

     Each participant in the Amended SRP has an RP-related account for
benefits that cannot be provided under the RP and an RSP-related account for
benefits that cannot be provided under the ISP, which accounts are subject to
the same vesting requirements as under the RP and RSP, respectively.

     The amendments made to the Amended SRP provide that, generally, no
contribution shall be made to a participant's RP-related account for any pay
period ending on or after July 1, 2007.

     In addition, the amendments made to the Amended SRP provide that:

      - effective July 1, 2007, the definition of compensation for
        RSP-related account purposes will change from base pay to "total
        pay" (as defined in the RSP) and will also include the value of
        restricted stock awards granted to participants in lieu of cash
        annual incentive awards under the 1998 Plan or any successor plan
        thereto;

      - effective January 1, 2008, the definition of compensation for
        RSP-related account purposes for a participant for a given year
        will exclude any incentive pay for such year in excess of one
        times the participant's base salary for such year;o

      - the Company will no longer make a Company stock contribution to a
        participant's RSP-related account for any pay period ending on or
        after July 1, 2007;

      - the Company will make an annual contribution to a participant's
        RSP-related account for the portion of the RSP conversion
        contribution that could not be made to the participant under the
        RSP for such year as a result of the limitations imposed by the
        Code; and

      - in the event of a "change in control" of the Company (as defined
        in the Amended SRP), if the RSP is frozen or terminated and is
        not replaced by a comparable qualified incentive savings plan, or
        there are no investment funds available under the RSP (or
        successor qualified investment savings plan) to which a
        participant may direct the investment of his or her RSP-related
        account, then a participant's RSP-related account will be
        thereafter credited with earnings of at least the average
        corporate bond yield rate for each such calendar year, as
        announced by Moody's Investor Services for borrowers rated "A"
        (the "Moody's A Rate").


         NEW DEFERRAL ACCOUNTS
         ---------------------

     In prior years, as part of its overall retirement program, the Company
has adopted a separate voluntary compensation program each year, which
programs have allowed for deferrals of compensation by certain U.S.
employees, with annual interest crediting on deferred amounts according to a
schedule based on the annual ROE of the Company for the relevant year and the
Company's ROE target. Under prior years' plans, interest crediting in excess
of the lowest applicable schedule rate has been subject to five-year vesting
or earlier retirement eligibility (i.e., age 55 with ten or more actual or
deemed years of service to the Company).

     The Amended SRP will now include the voluntary deferral program of the
Company for the 2008 and later calendar years. The amendments made to the
Amended SRP to provide for the deferral program include:

      - generally, employees eligible to participate in the deferral
        program under the Amended SRP include active, senior-level
        employees, who are either subject to U.S. federal income tax for
        such year or designated by the Company as an eligible U.S.
        dollar-paid expatriate who is a U.S. citizen or U.S. green card
        holder for such year;

      - eligible participants will have a separate deferral subaccount
        for each year in which they participate in the deferral program,
        to which the amounts deferred by the participant for such year
        will be credited;


      - eligible participants may defer payment of their base salary,
        annual cash bonus or any eventual payout of portfolio grant
        awards under the 1998 Plan or any successor plan thereto;

      - the minimum amount that a participant may defer for a given year
        from each source is $5,000, and the maximum total amount that a
        participant may defer from all sources for a given year is one
        times base salary;


      - elections to defer compensation generally must be made in the
        year prior to the year in which the compensation is earned, in
        accordance with applicable U.S. federal income tax laws;

      - at the time of a deferral election for a given year, the
        participant must specify the time when the deferral account for
        such year will be paid, which may be either the participant's
        retirement or a specified date at least five years after the end
        of the year in which the compensation is earned; and

      - at the time of a deferral election for a given year, the
        participant must specify the form of payment for the deferral
        account for such year, which may be a lump sum or five, ten or 15
        substantially equal annual installments.


     The amendments made to the Amended SRP provide that deferred balances
will be credited with annual interest equivalents according to a schedule
based on the reported ROE of the Company for each relevant year and the
Company's publicly announced ROE target, subject to the vesting requirements
described below, as follows:

      - if the Company's annual ROE for a given year is less than the low
        end of the Company's ROE target range (i.e., currently 33%), then
        the balance maintained in a participant's deferral account for
        such year will be credited with the Moody's A Rate;

      - if the Company's annual ROE for a given year is within the
        Company's ROE target range (i.e., currently, 33% - 36%), then the
        balance maintained in a participant's deferral account for such
        year will be credited with an interest equivalent at the rate of
        9%; and

      - if the Company's annual ROE for a given year is greater than the
        high end of the Company's ROE target range (i.e., currently 36%),
        then the balance maintained in a participant's deferral account
        for such year will be credited with an interest equivalent at the
        rate of 11%.


     To the extent that, in the future, the Company adjusts its ROE target,
the Compensation Committee may adjust the ROE schedule rates, prospectively
or retroactively, in its sole discretion without a participant's prior
consent or notice.

     The amendments made to the Amended SRP provide that in order to receive
interest crediting on deferred amounts in excess of the Moody's A Rate, a
participant must defer such amounts until retirement eligibility. In the event
a participant's deferral account is payable prior to the participant's
becoming retirement eligible, it will be paid out with interest equivalents
credited for the entire period of deferral using only the Moody's A Rate.

     Payment of a participant's deferral account generally is made in the form
(lump sum or installments) specified by the participant, except in the event
of the participant's separation from service prior to retirement eligibility
or the death of the participant, in which situations, payment is made in a
lump sum regardless of the participant's election.

     The amendments made to the Amended SRP provide that upon a "change of
control" of the Company, participants' deferral account balances are funded
into a rabbi trust, and:

        the applicable interest crediting rate for the calendar year in
        which the change in control occurs and the immediately following
        calendar year will be no less than 9%;

        the applicable interest crediting rate for the second calendar
        year immediately following the calendar year in which the change
        in control occurs and each calendar year thereafter will be no
        less than the Moody's A Rate for such calendar year; and

        if a participant who is eligible to receive lump-sum severance
        under the Company's severance plan experiences a separation from
        service within the two-year period following a change in control,
        and the participant would have become retirement eligible during
        the serial severance period for which the participant would have
        been eligible in a non-change-in-control situation, then upon
        such separation from service, the participant shall immediately
        become 100% vested in the earnings on his or her deferral
        accounts as if the participant were retirement eligible on the
        date of the separation from service.

ADJUSTMENT OF 1994-2006 PAY-FOR-PERFORMANCE DEFERRAL PROGRAM RATES
- ------------------------------------------------------------------

     On January 22, 2007, the Compensation Committee approved the adoption of
revised interest crediting rate schedules (which are based on the Company's
reported ROE) under the Company's 1994-2004 Pay-for-Performance Deferral
Programs and its 2005-2006 Pay-for-Performance Deferral Programs.

     For the Company's 1994-2004 Pay-for-Performance Deferral Programs, the
interest schedule provides for interest crediting on amounts deferred under
such plans according to a schedule based on the reported ROE of the Company
for the relevant year and the Company's publicly announced long-term ROE
target. As a result of the Compensation Committee's action, the interest
crediting schedule for these programs is now as follows:

     ROE                                         CREDITING RATE
     ---                                         --------------
     Below Target ROE                            Moody's A Rate
     At Target ROE (currently 33%-36%)           13%
     Above Target ROE                            16%

         For the Company's 2005-2006 Pay-for-Performance Deferral Programs,
the interest schedule is the same as that applicable under the 2007
Pay-for-Performance Deferral Program. As a result of the Compensation
Committee's action, the interest crediting schedule for these programs is now
as follows:

     ROE                                         RATE
     ---                                         ----
     Below Target ROE                            Moody's A Rate
     At Target ROE (currently 33%-36%)           9%
     Above Target ROE                            11%



Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

10.1   Form of award agreement for executive officers in connection with
       Portfolio Grant awards under the American Express Company 1998 Incentive
       Compensation Plan, as amended.

10.2   American Express Amended and Restated Supplemental Retirement Plan,
       effective July 1, 2007.

99.1   Press Release dated January 26, 2007, regarding the election of Messrs.
       Richard C. Levin and Ronald A. Williams to the Company's Board
       of Directors.


<PAGE>


                                  SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                                  AMERICAN EXPRESS COMPANY
                                                  (REGISTRANT)

                                                  By: /s/ Stephen P. Norman
                                                      Name:  Stephen P. Norman
                                                      Title: Secretary

Date:   January 26, 2007



<PAGE>
                                EXHIBIT INDEX


EXHIBIT
  NO.                            DESCRIPTION
- ---------    -----------------------------------------------------
10.1         Form of award agreement for executive officers in connection with
             Portfolio Grant awards under the American Express Company 1998
             Incentive Compensation Plan, as amended.

10.2         American Express Amended and Restated Supplemental Retirement Plan,
             effective July 1, 2007.

99.1         Press Release dated January 26, 2007, regarding the election of
             Messrs. Richard C. Levin and Ronald A. Williams to the Company's
             Board of Directors.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1 98 ICP
<SEQUENCE>2
<FILENAME>exhibit10_1jan26.txt
<DESCRIPTION>EXHIBIT 10.1 98 ICP
<TEXT>
                                                                EXHIBIT 10.1


                           AMERICAN EXPRESS COMPANY
                       1998 INCENTIVE COMPENSATION PLAN
                           PORTFOLIO GRANT 20__-20__

                                      TO


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


                                               December 31, 20__
  -----------------------------    -----------------------------------------
           Award Date                    Expiration Date of Award Period


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

         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 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 in this
         agreement (this "Agreement"). The Total Target Value of the Award
         consists of the Target Values of four components: the Target Value of
         the Average Annual EPS Incentive Component (the "Average Annual EPS
         Target Value"); the Target Value of the Average Annual Net Revenue
         Incentive Component (the "Average Annual Net Revenue Target Value");
         the Target Value of the Average Annual ROE Incentive Component (the
         "Average Annual ROE Target Value"); and the Target Value of the
         Relative Total Shareholder Return Component (the "Relative TSR Target
         Value"). Each component's Target Value is 25% of the Total Target
         Value. The period beginning January 1, 20__ and ending on the
         expiration date specified above (the "Expiration Date") is the "Award
         Period." The Total Target Value, or any 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), if any, of each component will be determined as specified in
         Paragraph 3.

2.       REQUIREMENT OF EMPLOYMENT. Except as otherwise provided in Paragraphs
         4 and 6, your rights to the Cash Value and the Number of Restricted
         Shares or Letters of Intent, if any (as those terms are defined
         below) under Paragraph 5 shall be provisional and shall be canceled
         in whole or in part, as determined by the Committee in its sole



<PAGE>

         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
         set forth in Paragraph 5. 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 VALUES, INITIAL VALUE, FINAL VALUE,
CASH VALUE AND THE NUMBER OF RESTRICTED SHARES OR LETTERS OF INTENT.

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

                  (i) the Schedule A Value of the Average Annual EPS Incentive
         Component (the "Average Annual EPS Schedule A Value") as of the last
         day of the Award Period, if any, as provided in Subparagraph 3(b);

                 (ii) the Schedule A Value of the Average Annual Net Revenue
         Incentive Component (the "Average Annual Net Revenue Schedule A Value")
         as of the last day of the Award Period, if any, as provided in
         Subparagraph 3(c);

                (iii) the Schedule A Value of the Average Annual ROE Incentive
         Component (the "Average Annual ROE Schedule A Value") as of the last
         day of the Award Period, if any, as provided in Subparagraph 3(d); and

                 (iv) the Schedule A Value of the Relative Total Shareholder
         Return Component (the "Relative TSR Schedule A Value") as of the last
         day of the Award Period, if any, as provided in Subparagraph 3(e).

          (b) AVERAGE ANNUAL EPS SCHEDULE A VALUE. Except as otherwise
     provided in this Paragraph 3, the Average Annual EPS Schedule A Value as
     of the last day of the Award Period will be equal to (Xb) times (Yb),
     where (Xb) equals the Average Annual EPS Incentive Payout Percentage, if
     any, determined by the Committee in its sole discretion based on the
     Average Annual EPS (as that term is defined below) 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 where (Yb) is the Average Annual EPS
     Target Value. However, in no event will (Xb) be greater than the Maximum
     Average Annual EPS Value, which equals the maximum Average Annual EPS
     Incentive Payout Percentage set forth in Schedule A to this Agreement,
     times the Average Annual EPS Target Value.

          (c) AVERAGE ANNUAL NET REVENUE SCHEDULE A VALUE. Except as otherwise
     provided in this Paragraph 3, the Average Annual Net Revenue Schedule A
     Value as of the last day of the Award Period will be equal to (Xc) times
     (Yc), where (Xc) equals the Average Annual Net Revenue Incentive Payout
     Percentage, if any, determined by the Committee in its sole discretion
     based on the Average Annual Net Revenue (as that term is defined below)
     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 where (Yc)
     is the Average Annual Net Revenue Target Value. However, in no event will
     (Xc) be greater than the


                                     -2-
<PAGE>

     Maximum Average Annual Net Revenue Value, which equals the maximum
     Average Annual Net Revenue Incentive Payout Percentage set forth in
     Schedule A to this Agreement, times the Average Annual Net Revenue Target
     Value.

          (d) AVERAGE ANNUAL ROE SCHEDULE A VALUE. Except as otherwise
     provided in this Paragraph 3, the Average Annual ROE Schedule A Value as
     of the last day of the Award Period will be equal to (Xd) times (Yd),
     where (Xd) equals the Average Annual ROE Incentive Payout Percentage, if
     any, determined by the Committee in its sole discretion based on the
     Average Annual ROE (as that term is defined below) 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 where (Yd) is the Average Annual ROE
     Target Value. However, in no event will (Xd) be greater than the Maximum
     Average Annual ROE Value, which equals the maximum Average Annual ROE
     Incentive Payout Percentage set forth in Schedule A to this Agreement,
     times the Average Annual ROE Target Value.

          (e) RELATIVE TSR SCHEDULE A VALUE. Except as otherwise provided in
     this Paragraph 3, the Relative TSR Schedule A Value as of the last day of
     the Award Period will be equal to (Xe) times (Ye), where (Xe) equals the
     Relative TSR Incentive Payout Percentage, if any, determined by the
     Committee in its sole discretion based on a comparison of the Amex TSR
     and the S&P 500 TSR, pursuant to the formula provided in Schedule A to
     this Agreement, and where (Ye) is the Relative TSR Target Value. However,
     in no event will (Xe) be greater than the Maximum TSR Value, which equals
     the maximum Relative TSR Incentive Payout Percentage set forth in
     Schedule A to this Agreement, times the Relative TSR Target Value.

          (f) CALCULATION. In the application of Schedule A to this Agreement
     after the end of the Award Period for purposes of determining the
     Schedule A Values pursuant to Subparagraphs 3(b), (c), (d) and (e):

                    (i) if the Average Annual EPS is less that the level
           needed to have some Average Annual EPS Schedule A Value, there
           shall be no Average Annual EPS Schedule A Value; and if the Average
           Annual EPS is equal to or greater than the level to have some
           Average Annual EPS Schedule A Value, but less than or equal to the
           maximum level, and the Average Annual EPS actually attained is not
           represented in the table set forth on Schedule A, then the Average
           Annual EPS Schedule A Value shall be determined by straight-line
           interpolation from the amounts specified in such table immediately
           less than and greater than the Average Annual EPS actually
           attained;

                    (ii) if the Average Annual Net Revenue is less that the
           level needed to have some Average Annual Net Revenue Schedule A
           Value, there shall be no Average Annual Net Revenue Schedule A
           Value; and if the Average Annual Net Revenue is equal to or greater
           than the level to have some Average Annual Net Revenue Schedule A
           Value, but less than or equal to the maximum level, and the Average
           Annual Net Revenue actually attained is not represented in the
           table set forth on Schedule A, then the Average Annual Net Revenue
           Schedule A Value shall be determined by straight-line interpolation
           from the amounts specified in such table immediately less than and
           greater than the Average Annual Net Revenue actually attained;



                                     -3-
<PAGE>

                    (iii) if the Average Annual ROE is less that the level
           needed to have some Average Annual ROE Schedule A Value, there
           shall be no Average Annual ROE Schedule A Value; and if the Average
           Annual ROE is equal to or greater than the level to have some
           Average Annual ROE Schedule A Value, but less than or equal to the
           maximum level, and the Average Annual ROE actually attained is not
           represented in the table set forth on Schedule A, then the Average
           Annual ROE Schedule A Value shall be determined by straight-line
           interpolation from the amounts specified in such table immediately
           less than and greater than the Average Annual ROE actually
           attained; and

                    (iv) if the difference between the Amex TSR and the S&P
           500 TSR is less that the level needed to have some Relative TSR
           Schedule A Value, there shall be no Relative TSR Schedule A Value;
           and if the difference between the Amex TSR and the S&P 500 TSR is
           equal to or greater than the level to have some Relative TSR
           Schedule A Value, but less than or equal to the maximum level, and
           the actual difference between the Amex TSR and the S&P 500 TSR is
           not represented in the table set forth on Schedule A, then the
           Relative TSR Schedule A Value shall be determined by straight-line
           interpolation from the amounts specified in such table immediately
           less than and greater than the actual difference between the Amex
           TSR and the S&P 500 TSR.

          (g) DEFINITIONS. 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 Subparagraphs 3(h) and 3(i)).

            (i) "Net Revenue" 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.

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

            (iii) "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 reported
       by the Company. The calculation of Net Income for any given year will be
       adjusted to exclude:

           - reported cumulative effect of accounting changes;

           - reported income and losses from discontinued operations; and

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

            (iv) "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. The calculation of Earnings Per Share, for any given
       year, will be adjusted in the same fashion as Net Income for such year.


                                     -4-
<PAGE>

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

            (vi) "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 reported by the Company), divided by 13.

            (vii) "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.

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

            (ix) "Amex Total Shareholder Return" or "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:

<TABLE>
<CAPTION>
<S>                                                                                   <C>    <C>

((ENDING STOCK PRICE + VALUE OF DIVIDENDS PAID AND REINVESTED DURING THE AWARD PERIOD)  1  )
((-----------------------------------------------------------------------------------) --- )  -1
((                        BEGINNING STOCK PRICE                                      )  3  )

</TABLE>

            (x) "S&P 500 Total Shareholder Return" or "S&P 500 TSR" means the
       compound annual growth rate, expressed as a percentage with one decimal
       point, in the value of the S&P 500 Index during the Award Period. It is
       calculated in a manner consistent with Subparagraph 3(g)(xii) from
       information publicly reported by Standard & Poors Company (or the entity
       that publishes such other index, as the case may be).

          (h) To the extent permissible for purposes of Section 162(m) of the
     Internal Revenue Code of 1986, as amended (the "Code"), 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 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 Average Annual ROE, the Average Annual Net
     Revenue, the Average Annual EPS or the Relative Total Shareholder Return
     Component under this Award, on the grounds that any such change would


                                     -5-
<PAGE>

     produce an unreasonable value, such equitable adjustment will be made by
     the Committee. Any such determination by the Committee under this
     Subparagraph 3(h) shall be final, binding and conclusive.

          (i) As soon as practicable after the last day of the Award Period,
     the Committee may determine, in its sole discretion, that the sum of the
     Schedule A Values (as initially determined in Subparagraphs 3(b), (c),
     (d) and (e)) 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.

              (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(k)(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" (except as otherwise provided by Paragraph 8); 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 to
increase or otherwise adjust upward the Schedule A Value of any component.

          (j) Subject to the limitations set forth in Paragraph 8, the
     Committee shall determine the Schedule A Values, 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.

          (k) The Committee shall determine in its own discretion what portion
     of the Final Value, if any, shall be payable in cash (the "Cash Value"),
     and what portion shall be denominated in Restricted Shares or Letters of
     Intent of the Company ("the RSA" or "the LOI"), in accordance with
     Paragraph 5 below. The RSA or the LOI shall have the terms substantially
     as set forth in the form of Restricted Share or Letter of Intent awards
     granted generally under the Plan, or its successor, except that the RSA
     or the LOI 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, and (B) be forfeitable only if your employment
     with the American Express companies terminates by reason of voluntary
     resignation or terminates for cause (that is, violation of the Code of
     Conduct as in effect from time to time) prior to the applicable vesting
     dates. The number of restricted shares or letters of intent of the
     Company comprising the RSA or the LOI (the "Number of Restricted Shares"
     or the "Number of Letters of Intent") shall be determined by dividing
     such portion of the Final Value so designated by the Committee, if any,


                                     -6-
<PAGE>

     by the closing price of the shares on _______,__  20__ or such other date
     that the Committee approves payout of the Awards, and shall be payable in
     the form of an RSA or an LOI in accordance with Paragraph 5 below.

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 (as that term is defined in the Plan) at any time following
     the Award Date 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, 20__ 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
     generally will be entitled to receive that proportion of the Final
     Value as the number of full months which have elapsed between
     January 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 you 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. Such amount, if any, shall be payable in cash,
     Restricted Shares or Letters of Intent, as described in Paragraph
     3(k) above, or other property, or any combination thereof, after the
     Award Period in accordance with Paragraphs 5 and 6, 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 practicable 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,
but prior to payment in respect of the Award, the Committee shall determine
whether the conditions of Paragraph 2, and Paragraph 3 or 4, have been met


                                     -7-
<PAGE>

and, if so, shall ascertain the Final Value, Cash Value and the Number of
Restricted Shares or the Number of Letters of Intent, if any, in accordance
with Paragraph 3 or 4, as the case may be.

          (b) If the Committee determines that there is no Average Annual EPS
Schedule A Value, no Average Annual Net Revenue Schedule A Value, no Average
Annual ROE Schedule A Value and no Relative TSR Schedule A Value, then this
Award will be canceled. If the Committee determines that there is some Average
Annual EPS Schedule A Value, Average Annual Net Revenue Schedule A Value,
Average Annual ROE Schedule A Value or Relative TSR Schedule A Value, however,
the Cash Value as determined pursuant to Paragraph 3 shall become payable to
you in cash, and the Number of Restricted Shares or the Number of Letters of
Intent shall be issued to you in the form of a Restricted Share or Letter of
Intent award under the Plan, or its successor, except that the RSA or the LOI
shall vest pursuant to a period determined in the Committee's discretion, and
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
__________ __, 20__ (or at such other time or times as the Committee shall
determine as provided in Paragraph 7) (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 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. Any payments to be made under
this Award may be deferred or accelerated in such manner as the Committee
shall determine; provided, however, that any such deferral or acceleration
must comply with the applicable requirements of Section 409A of the Code. 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 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.

                  (a) Notwithstanding anything in this Agreement to the
contrary (except for the provision dealing with a limitation under Section
280G of the Code, and except as otherwise provided by Paragraph 8(b) below),
if there is a Change in Control (as defined below) prior to the payment of the
Award under the Agreement, your Final Value of the Award determined under
Section 3(i)(ii) of the Agreement may not be less than the Total Target Value
of the Award multiplied by the Average Payout Percentage (as defined below).

                  (b) Notwithstanding anything in this Agreement to the
contrary (except for the provision dealing with a limitation under Section
280G of the Code), 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


                                     -8-
<PAGE>

receive the payment of severance benefits under the provisions of the
severance plan that is in effect and in which you participate as of the date
of such Change in Control, (i) you shall immediately be 100% vested in the
Award; (ii) the Final Value of the Award will equal the Total Target Value of
the Award multiplied by the Average Payout Percentage (as defined below), 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; 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.

                  (c) "Average Payout Percentage" means the average of the
payout percentages for your unit under the two portfolio grant awards that
were paid by the Company immediately preceding the date of such Change in
Control.

                  (d) A "Change in Control" has that meaning as defined in
American Express Senior Executive Severance Plan, as amended from time to
time.

                  (e) 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.

9. TAX WITHHOLDING AND FURNISHING OF INFORMATION. There shall be withheld from
any payment of cash or vesting of restricted shares or letters of intent 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. 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.

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 200 Vesey Street, New York, New York 10285,
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


                                     -9-
<PAGE>

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. 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 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 you are 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 you, within five days
after receipt by you of the written statement referred to in Subparagraph (e),
an additional amount (the "Gross-Up Payment") such that the net amount
retained by you, 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 you are
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 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 you would be subject in respect of such unreduced Total
Payments); PROVIDED, HOWEVER, that you may elect in writing to have other
components of your 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 you in connection with such Change in Control or the
termination of your 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 the Company's Senior Executive Severance
Plan) 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 you shall have waived at such
time and in such manner as not to constitute a "payment" within the meaning of


                                     -10-
<PAGE>

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 your Gross-Up Payment and whether your Payments shall be reduced,
you 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 your 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 (if you are a Tier 1 Employee) or in which the
Payments are made (if you are 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 you made on the date of your receipt
of such Excess Amount, which you will have an obligation to repay to the
Company on the fifth business day after demand, together with interest on such
amount at the Section 1274 Rate from the date of your 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 you 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). You 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 you if you are a Tier 1 Employee or it is
proposed that your Payments be reduced, a written statement setting forth the
manner in which your Total Payments were calculated and the basis for such


                                     -11-
<PAGE>

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).

14. 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.

15. 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.

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








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


NOTWITHSTANDING ANY CONTRARY PROVISION IN THE AMERICAN EXPRESS COMPANY 1998
INCENTIVE COMPENSATION PLAN 1998 MASTER AGREEMENT, THE COMPANY RESERVES THE
RIGHT TO CORRECT NONMATERIAL CLERICAL ERRORS IN, AND MAKE SUBSEQUENT
NONMATERIAL CLARIFICATIONS TO, ANY AWARD AGREEMENT IN THE FUTURE, WITHOUT
PRIOR NOTIFICATION TO PARTICIPANTS.

                                     -12-
<PAGE>
                                                                    SCHEDULE A
                                                                    Page 1 of 2

                 AXP PORTFOLIO GRANT PERFORMANCE/PAYOUT GRID
                            FOR EXECUTIVE OFFICERS
                                    GRID 1
      (subject to award agreement and discretionary downward adjustment)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
    AXP AVERAGE ANNUAL $                 AXP AVERAGE ANNUAL $ NET REVENUE              AXP AVERAGE ANNUAL RETURN
 EARNINGS PER SHARE (DILUTED)                       ($ BILLION)                                ON EQUITY
        (25% weight)                                (25% weight)                              (25% weight)
- ------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>                  <C>                   <C>                 <C>
20__-20__ Perform.  Max. Value %(a)    20__-20__ Perform.  Max. Value %(a)        20__-20__ Perform.  Max. Value %(a)
- ------------------------------------------------------------------------------------------------------------------------
   $____ Or More         %                $__ or More             %                        __% Or More       %
- ------------------------------------------------------------------------------------------------------------------------
   $                     %                $                       %                        %                 %
- ------------------------------------------------------------------------------------------------------------------------
   $                     %                $                       %                        %                 %
- ------------------------------------------------------------------------------------------------------------------------
   $                     %                $                       %                        %                 %
- ------------------------------------------------------------------------------------------------------------------------
   $                     %                $                       %                        %                 %
- ------------------------------------------------------------------------------------------------------------------------
   Less Than $           0                Less than ___           0                        Less than __%     0
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


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

<PAGE>

                                                                    SCHEDULE A
                                                                    Page 2 of 2

                  AXP PORTFOLIO GRANT PERFORMANCE/PAYOUT GRID
                            FOR EXECUTIVE OFFICERS
                                    GRID 2
      (subject to award agreement and discretionary downward adjustment)


- ------------------------------------------------------------------------
                 AXP TOTAL SHAREHOLDER RETURN (TSR) %
                              VS. S&P 500
                             (25% WEIGHT)
- ------------------------------------------------------------------------
       20__-20__ Performance
(percentage points AXP is higher or
               lower)                         Max. Value % (a)
- ------------------------------------------------------------------------
           +__% Or Higher                                 %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
             +__%                                         %
                0%                                        %
             -__%                                         %
 Lower than -__%                                          0%
- ------------------------------------------------------------------------

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

(a) = % percent of the executive's dollar Target Value allocated to the
    applicable performance factor.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2 SRP PLAN
<SEQUENCE>3
<FILENAME>exhibit10_2jan26.txt
<DESCRIPTION>EXHIBIT 10.2 SRP PLAN
<TEXT>
                                                               EXHIBIT 10.2






                 AMERICAN EXPRESS SUPPLEMENTAL RETIREMENT PLAN


                 (As amended and restated as of July 1, 2007)



<PAGE>






                               TABLE OF CONTENTS


ARTICLE 1
HISTORY AND EFFECTIVE DATES...........................................1

   SECTION 1.1       HISTORY..........................................1
   SECTION 1.2       EFFECTIVE DATE...................................2
   SECTION 1.3       TRANSITION RULES.................................2

ARTICLE 2
DEFINITIONS...........................................................2

   SECTION 2.1       DEFINITIONS......................................2
   SECTION 2.2       QUALIFIED PLAN DEFINITIONS.......................6
   SECTION 2.3       GENDER AND NUMBER................................6

ARTICLE 3
ADMINISTRATION........................................................6

   SECTION 3.1       ADMINISTRATOR....................................6
   SECTION 3.2       AUTHORITY........................................6

ARTICLE 4
SUPPLEMENTAL BENEFITS.................................................6

   SECTION 4.1       ELIGIBILITY......................................6
   SECTION 4.2       PARTICIPATION....................................6
   SECTION 4.3       BENEFITS UNDER THE RP............................7
   SECTION 4.4       BENEFITS IN EXCESS OF LIMITS UNDER THE RSP.......8
   SECTION 4.5       CREDITING OF ACCOUNT............................10
   SECTION 4.6       SUPPLEMENTAL BENEFITS PAYMENT ELECTION..........11
   SECTION 4.7       SUPPLEMENTAL ACCOUNT INVESTMENT & EARNINGS......13
   SECTION 4.8       SPECIAL RESTRICTIONS............................14

ARTICLE 5
ELECTIVE DEFERRALS...................................................15

   SECTION 5.1       ELIGIBILITY.....................................15
   SECTION 5.2       PARTICIPATION...................................16
   SECTION 5.3       DEFERRABLE COMPENSATION.........................16
   SECTION 5.4       DEFERRAL BENEFITS ELECTION......................17
   SECTION 5.5       CREDITING OF DEFERRAL ACCOUNTS..................17
   SECTION 5.6       ACCOUNT EARNINGS................................17

ARTICLE 6
PAYMENT OF BENEFITS..................................................18

   SECTION 6.1       SUPPLEMENTAL ACCOUNT............................18
   SECTION 6.2       DEFERRAL ACCOUNT................................18
   SECTION 6.3       DESIGNATION OF BENEFICIARIES....................19


                                     -i-
<PAGE>

   SECTION 6.4       DEATH...........................................20
   SECTION 6.5       DISABILITY......................................20
   SECTION 6.6       UNFORESEEN EMERGENCY............................21
   SECTION 6.7       COMPANY OFFSET..................................21
   SECTION 6.8       WITHHOLDING.....................................21

ARTICLE 7
CHANGE IN CONTROL....................................................21

   SECTION 7.1       CHANGE IN CONTROL...............................21
   SECTION 7.2       EFFECT OF CHANGE IN CONTROL.....................23

ARTICLE 8
CLAIMS PROCEDURES....................................................26

   SECTION 8.1       CLAIM...........................................26
   SECTION 8.2       CLAIM DECISION..................................27
   SECTION 8.3       REQUEST FOR REVIEW..............................28
   SECTION 8.4       REVIEW OF DECISION..............................28
   SECTION 8.5       ARBITRATION.....................................29
   SECTION 8.6       BURDEN OF PROOF.................................30
   SECTION 8.7       ADMINISTRATOR'S SOLE AUTHORITY..................30

ARTICLE 9
AMENDMENT & TERMINATION..............................................30

   SECTION 9.1       PLAN AMENDMENT..................................30
   SECTION 9.2       EFFECT OF PLAN TERMINATION......................30

ARTICLE 10
GENERAL PROVISIONS...................................................31

   SECTION 10.1      UNFUNDED STATUS.................................31
   SECTION 10.2      NON-TRANSFERABLE................................31
   SECTION 10.3      NO RIGHT TO CONTINUED EMPLOYMENT................31
   SECTION 10.4      PLAN BENEFITS NOT COMPENSATION UNDER EMPLOYEE
                     BENEFIT PLANS...................................31
   SECTION 10.5      COMPLIANCE WITH SECTION 409A....................31
   SECTION 10.6      NO GUARANTEE OF TAX CONSEQUENCES................31
   SECTION 10.7      LIMITATIONS ON LIABILITY........................32
   SECTION 10.8      SEVERABILITY....................................32
   SECTION 10.9      CAPTIONS........................................32
   SECTION 10.10     GOVERNING LAW...................................32



                                     -ii-
<PAGE>


                 AMERICAN EXPRESS SUPPLEMENTAL RETIREMENT PLAN

                 (AS AMENDED AND RESTATED AS OF JULY 1, 2007)

                                   ARTICLE 1
                          HISTORY AND EFFECTIVE DATES

SECTION 1.1       HISTORY.

     (a) On November 26, 1973, the Board of Directors (the "Board") of
American Express Company ("Amex") authorized and approved the adoption of the
American Express Supplementary Pension Plan (the "Plan") to supplement
retirement benefits provided under the American Express Retirement Plan and
other retirement and savings plans sponsored by Amex for a select group of
management or highly compensated individuals.

     (b) On July 1, 1994, the Board authorized and directed the amendment and
restatement of the Plan pursuant to the provisions of Section 9 thereof. The
Plan was amended and restated generally effective March 1, 1995, and renamed
the American Express Company Supplemental Retirement Plan. The Plan was
subsequently amended through December 31, 2004.

     (c) On July 25, 2005, the Board amended and restated the Plan
(immediately prior to such amendment and restatement, the "Prior Plan"),
effective January 1, 2005. Except as otherwise expressly provided herein,
Participants who were in "pay status" as of January 1, 2005 continue to have
the payment of their benefits governed solely by the terms of the Prior Plan;
provided, however, that effective with payments made in calendar year 2006 and
thereafter, payments other than monthly annuity payments which would have been
made on April 1 of any year under the Prior Plan are made on July 1 of such
year. Participants who were not in "pay status" as of January 1, 2005 are
governed from and after such date by the terms of the Plan, as amended and
restated, and as further amended and restated from time to time. For purposes
of this section, a Participant was in "pay status" as of January 1, 2005 if he
or she was entitled to benefits under the Plan as of January 1, 2005, with
payments scheduled to begin on or before April 1, 2005.

     (d) Effective as of October 1, 2005, Ameriprise Financial, Inc. ("AFI")
ceased to be a participating employer in Amex's tax-qualified retirement plans
and the components of such plans covering AFI participants were transferred to
new plans established by AFI in a transaction that complied with Section
414(l) of the Internal Revenue Code of 1986, as amended (the "Code"). In
connection with that transaction, the component of the Plan covering AFI
participants was similarly transferred, and active and retired AFI
participants and AFI beneficiaries ceased participation in and no longer have
any benefits under the Plan.

     (e) Generally effective July 1, 2007, benefit accruals under the American
Express Retirement Plan, as amended (the "RP") were ceased. In addition,
generally effective as of July 1, 2007, Amex adopted certain changes to the
American Express Incentive Savings Plan, as amended, and renamed such plan the
American Express Retirement Savings Plan (the "RSP").

<PAGE>

     (f) On January 22, 2007, the Board amended and restated the Plan,
generally effective July 1, 2007, to reflect the changes made to the RP and
the RSP, to allow for the elective deferral of compensation under the Plan,
and to rename the Plan the American Express Supplemental Retirement Plan.

     (g) The Plan has remained in effect since its adoption and has been
construed and operated as a "top-hat plan" under Sections 201(2), 301(a)(3),
and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 2520.104-23 of the United States Department of
Labor Regulations.

SECTION 1.2 EFFECTIVE DATE. Except as expressly provided otherwise herein, the
Plan as amended and restated hereby is generally effective July 1, 2007.

SECTION 1.3 TRANSITION RULES. Each Participant's accrued benefit under the
Prior Plan as of December 31, 2004 ("Grandfathered Benefits") was determined
by the Administrator in accordance with Section 409A of the Code and Notice
2005-1. Except as set forth in Section 1.1(c), Grandfathered Benefits are
governed by and administered in accordance with the Prior Plan; provided,
however, that any election with respect to Grandfathered Benefits may not
materially modify the rights, terms or conditions of the Prior Plan. All other
benefits are governed by and administered solely in accordance with the Plan,
as amended and restated from time to time.

                                   ARTICLE 2
                                  DEFINITIONS

SECTION 2.1       DEFINITIONS.  As used in the Plan, the following terms have
the meanings indicated below:

     (a) "ACCOUNT" means, with respect to a Participant, his or her Deferral
Account and Supplemental Account, collectively.

     (b) "ADMINISTRATOR" means the Employee Benefits Administration Committee,
including any individual(s) to whom the Employee Benefits Administration
Committee delegates authority under the Plan, or such other committee or
individual(s) authorized to act as the Administrator by the Compensation and
Benefits Committee.

     (c) "AFFILIATE" means any corporation or other trade or business under
common
control with Amex, as further defined in the Qualified Retirement Plans.

     (d) "ANNUAL INCENTIVE AWARD" means, for a Plan Year, a performance
incentive bonus award granted to an Employee under the Company's Annual
Incentive Award Plan, as amended from time to time, or any successor plan
thereto, with a performance period of the Plan Year, or a comparable award
issued as a Qualifying Award to a key employee under the Company's 1998
Incentive Compensation Plan, as amended from time to time, or any successor
plan thereto; provided that the Committee may, in its discretion, designate
additional or different items as Annual Incentive Awards for purposes of the
elective deferrals under Article 5.

                                     -2-
<PAGE>

     (e) "BASE SALARY" means, with respect to a Participant, as of a specified
date, the annual rate of base salary payable to the Participant as of such
date before any reduction for any amounts deferred by the Participant pursuant
to Section 401(k) or Section 125 of the Code, or pursuant to a Deferral Plan
or any other non-qualified plan which permits the voluntary deferral of
compensation.

     (f) "BENEFICIARY" means the individual or entity designated by a
Participant in accordance with procedures established by the Administrator to
receive the Participant's Supplemental Account or Deferral Account in the
event of the Participant's death.

     (g) "BENEFITS" means, with respect to a Participant, his or her Deferral
Benefits and Supplemental Benefits, collectively.

     (h) "CODE" means the Internal Revenue Code of 1986, as amended.

     (i) "COMMITTEE" means the Compensation and Benefits Committee of the
Board of Amex, or such successor committee as may be designated by the Board.

     (j) "COMPANY" means Amex, any of its subsidiaries and any Affiliates
which have become participating employers in a Qualified Retirement Plan.

     (k) "DEFERRAL ACCOUNT" means, with respect to a Participant for a given
Plan Year, the book reserve account established by Amex for the Participant
for such Plan Year pursuant to Section 5.5.

     (l) "DEFERRAL BENEFITS" means, with respect to a Participant, the
benefits credited to his or her Deferral Accounts.

     (m) "DEFERRAL DISTRIBUTION" means a distribution to a Participant from
his or her Deferral Accounts.

     (n) "DEFERRAL ELECTION" means, with respect to a given Plan Year, an
election made by an eligible Employee with respect to his or her Deferral
Account for such Plan Year under Article 5.

     (o) "DEFERRAL PLAN" means:

                    (i) for Plan Years ending on or before December 31, 2007,
               the American Express Salary Deferral Plan, the American Express
               Pay-for-Performance Deferral Programs and any other similar
               non-qualified plans for the deferral of compensation available
               in such Plan Years; and

                    (ii) for Plan Years beginning on or after January 1, 2008,
               Article 5 of this Plan and such other non-qualified plans or
               arrangements for the deferral of compensation as determined by
               the Administrator, it its sole discretion.

     (p) "DISABILITY" has the meaning given such term by Section 409A.

                                     -3-
<PAGE>

     (q) "EMPLOYEE" means an elected or appointed officer of the Company or
any other individual who the Administrator identifies as an employee of the
Company, and whose compensation is reported on a Form W-2, regardless of
whether the use of such form is subsequently determined to be erroneous.

     (r) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (s) "MINIMUM SCHEDULE RATE" means, for a calendar year, the "Below ROE
Target Range" rate for such calendar year under the metric set forth in
Schedule A, as in effect for that calendar year.

     (t) "MOODY'S A RATE" means, for a calendar year, the average corporate
bond yield rate for such calendar year, as announced by Moody's Investor
Services for borrowers rated "A."

     (u) "PARTICIPANT" means an Employee who accrues benefits under the Plan;
provided, however, that the term "Participant" as used in Article 4 shall be
limited to the Employees eligible to participate in the Plan with respect to
Supplemental Benefits under Article 4, and the term "Participant" as used in
Article 5 shall be limited to the Employees eligible to participate in the
Plan with respect to Deferral Benefits under Article 5.

     (v) "PG AWARD" means a performance incentive bonus award granted to an
Employee with a performance period longer than one Plan Year. A PG Award for a
Plan Year shall be:

                    (i) in the case of a PG Award that qualifies as
               performance-based compensation for purposes of Section 409A, a
               PG Award with a performance period ending on the July 1st or
               later date of such Plan Year; or

                    (ii) in the case of a PG Award that does not qualify as
               performance-based compensation for purposes of Section 409A, a
               PG Award with a performance period beginning on the January 1st
               of such Plan Year;

provided that the Committee may, in its discretion, designate additional or
different items as PG Awards for purposes of the elective deferrals under
Article 5.

     (w) "PLAN YEAR" means,

                    (i) for Supplemental Benefits under Article 4, the
               calendar year with reference to which benefits are determined
               under the Plan; and

                    (ii) for Deferral Benefits under Article 5, the specified
               calendar year.

     (x) "QUALIFIED RETIREMENT PLAN" means the RP and/or the RSP, as the
context may imply.

     (y) "RETIREMENT" means a voluntary Separation from Service by a
Participant who is Retirement Eligible on the date of such Separation from
Service.

                                     -4-
<PAGE>

     (z) "RETIREMENT ELIGIBLE" means, with respect to a Participant, he or she
is age 55 or older with ten or more actual or deemed years of service with the
Company.

     (aa) "RP-RELATED ACCOUNT" means, with respect to a Participant, the book
reserve account established by the Company for the Participant pursuant to
Section 4.3.

     (bb) "RSP-RELATED ACCOUNT" means, with respect to a Participant, the book
reserve account established by the Company for the Participant pursuant to
Section 4.4.

     (cc) "RSP MATCH PERCENTAGE" means, with respect to a Participant for a
Plan Year, the maximum Company Matching Contribution percentage that would be
utilized for purposes of the RSP for such Participant for the Plan Year if the
Participant had made the maximum Elective Contribution under the RSP for the
Plan Year.

     (dd) "SCHEDULE RATE" means, for a calendar year, the applicable rate for
such calendar year determined under the metric set forth in Schedule A, as in
effect for that calendar year.

     (ee) "SECTION 401(A)(17) LIMITATION" refers to the limitation on the
dollar amount of Compensation which may be taken into account under the
Qualified Retirement Plans under Section 401(a)(17) of the Code.

     (ff) "SECTION 409A" means Section 409A of the Code, together with
official interpretations, guidance, or regulations issued thereunder.

     (gg) "SECTION 415 LIMITATIONS" refer to the limitations on benefits for
defined benefit pension plans and defined contribution plans which are imposed
by Section 415 of the Code.

     (hh) "SEPARATION FROM SERVICE" has the meaning given such term by Section
409A.

     (ii) "SEVERANCE PLAN" means, collectively, (A) the American Express
Senior Executive Severance Plan, effective January 1, 1994, as amended and
restated through July 22, 2002, and as further amended from time to time, and
any successor plan thereto, and (B) the American Express Severance Pay Plan,
effective January 1, 1987, as amended and restated through January 1, 2005,
and as further amended from time to time, and any successor plan thereto.

     (jj) "SUPPLEMENTAL ACCOUNT" means, with respect to a Participant, his or
her RP-Related Account and RSP-Related Account, collectively.

     (kk) "SUPPLEMENTAL BENEFITS" means, with respect to a Participant, the
benefits under his or her Supplemental Account.

     (ll) "SUPPLEMENTAL DISTRIBUTION" means a distribution to a Participant
from his or her Supplemental Account.

                                     -5-
<PAGE>

     (mm) "SUPPLEMENTAL ELECTION" means the election made by a Participant
with respect to his or her Supplemental Account under Section 4.6.

SECTION 2.2 QUALIFIED PLAN DEFINITIONS. Capitalized terms not otherwise
defined in the Plan shall have the same meaning set forth in the related
Qualified Retirement Plan, to the extent applicable, as the context may imply.

SECTION 2.3 GENDER AND NUMBER. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, or neuter, as the identity of
the person or persons may require. For all purposes of the Plan, where the
context admits, the singular shall include the plural, and the plural shall
include the singular.

                                  ARTICLE 3
                                ADMINISTRATION

SECTION 3.1       ADMINISTRATOR.  The Plan shall be administered by the
Administrator.

SECTION 3.2       AUTHORITY. Except as otherwise provided by the Committee (but
subject to the limitation on the Committee's authority under Section 8.7), the
Administrator shall have full power, authority and discretion to interpret,
construe and administer the Plan, and such interpretation and construction
thereof and actions taken thereunder shall be binding on all persons for the
purposes so stated by the Administrator. The Administrator may correct any
defect, supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Administrator deems necessary or desirable. In
the event of a mathematical or accounting error made, or other similar
mistake, the Administrator shall have power in its discretion to cause such
equitable adjustments to be made to correct for such errors as it considers
appropriate in the circumstances. Any decision of the Administrator in the
administration of the Plan shall be final and conclusive and binding upon all
Participants and Beneficiaries.

                                  ARTICLE 4
                             SUPPLEMENTAL BENEFITS

SECTION 4.1 ELIGIBILITY. Participation in this Plan with respect to
Supplemental Benefits shall be limited to Employees who meet the requirements
of Section 4.2, and shall automatically occur for such Employees, provided
that the Administrator may designate, on a case-by-case basis, Employees or
categories of Employees who shall not be eligible to participate in all or any
portion of this Plan, and provided further, that the determination of eligible
Employees shall be made consistent with the requirement that the Plan be a
"top-hat" plan for purposes of ERISA.

SECTION 4.2 PARTICIPATION. To become a Participant in the Plan with respect to
Supplemental Benefits, an Employee must:

     (a) be a participant under a Qualified Retirement Plan maintained by the
Company. Participation by an Employee in a Qualified Retirement Plan shall be
determined pursuant to and in accordance with the eligibility criteria
applicable under such Qualified Retirement Plan; and


                                     -6-
<PAGE>

     (b) for the relevant Plan Year:

                    (i) be credited with Compensation earned from the Company
               in an amount in excess of the applicable Code Section
               401(a)(17) Limitation or accrue benefits under a Qualified
               Retirement Plan in excess of the Section 415 Limitation; or

                    (ii) be classified as a level "Band 50" personnel or
               greater, as such classification is defined by the Administrator
               from time-to-time, and have deferred Compensation under a
               Deferral Plan.

SECTION 4.3 BENEFITS UNDER THE RP. If a Participant is a participant under the
RP, other than a terminated participant, the Company shall establish an
RP-Related Account for such Participant, which shall be determined as follows:

     (a) "COMPENSATION" FOR RP CREDITS. For purposes of RP credits under this
Section 4.3, "Compensation" has the meaning given such term in the RP,
provided that the Committee may, in its discretion, designate additional or
different items as Compensation for purposes of this Section 4.3. Effective
with the 2003 performance year (which awards were granted in 2004) and
thereafter, "Compensation" for purposes of RP credits under this Section 4.3
shall include the value of restricted stock awards granted to certain
Participants in lieu of cash supplemental Annual Incentive Awards.

     (b) CONTRIBUTION CREDITS. There shall be credited to a Participant's
RP-Related Account for each Plan Year, in accordance with Section 4.5, an
amount equal to the excess, if any, of: (x) the Contribution Credits that
would have been credited to a Participant's Defined Benefit Account Balance
under the RP for the Plan Year if the Plan's definition of Compensation was
used, the Section 401(a)(17) Limitation was ignored, and the Participant had
not elected or been required to defer the receipt of any Compensation through
non-qualified deferrals pursuant to a Deferral Plan, over (y) the actual
Contribution Credits credited to the Participant's Defined Benefit Account
Balance under the RP for the Plan Year. No credits shall be made to a
Participant's RP-Related Account pursuant to this Section 4.3(b) for any pay
period ending on or after July 1, 2007.

     (c) BENEFITS FORMULA. The formula of the benefits for a Plan Year under
this Section 4.3 shall be determined by the Administrator and applied in a
uniform manner for all similarly situated Participants.

     (d) ADDITIONAL YEARS OF SERVICE.

                    (i) Certain Participants, as determined by the Company in
               its sole discretion, may be deemed to have rendered five
               additional Years of Service under the Plan. For each such
               Participant, subject to such terms and conditions as the
               Company may impose upon such benefits by special agreement with
               such Participant (in the event of a conflict with this Section
               4.3(d), such special agreement shall control), an additional
               amount shall be credited to the Participant's RP-Related
               Account equal to the excess, if any of: (x) the total


                                     -7-
<PAGE>

               cumulative Contribution Credits that would have been credited
               to the Participant's RP-Related Account under this Section 4.3
               had the Participant rendered such additional Years of Service
               under the RP, over (y) the actual total cumulative Contribution
               Credits credited to the Participant's RP-Related Account under
               this Section 4.3 as of the date the Participant is eligible for
               such benefits under the Plan. Subject to the terms of the
               special agreement with each such Participant, such amounts
               shall be calculated and credited to the RP-Related Account
               established for the Participant in accordance with Section 4.5
               under procedures to be determined from time to time by the
               Administrator and consistently applied to similarly situated
               Participants. Unless otherwise determined by the Administrator
               or agreed in a special agreement with the Participant, amounts
               credited under this Section 4.3(d) shall be subject to
               five-year vesting, and such amounts shall be forfeited by the
               Participant if the Participant's service with the Company
               terminates for any reason other than death or disability (as
               defined in the RP) before five years of actual service have
               been rendered to the Company by such Participant.

                    (ii) For each Participant with a special agreement
               described in Section 4.3(d)(i) who has not accrued five Years
               of Service as of July 1, 2007, the Participant shall be
               entitled to received the credit described in Section 4.3(d)(i)
               for the 2007 Plan Year as if the RP had remained in effect
               through December 31, 2007, and the Participant were an active
               participant in the RP through such date. Regardless of any
               special agreement described in Section 4.3(d)(i), a Participant
               shall not be entitled to received any credit under this Section
               4.3 for the 2008 Plan Year or later.

SECTION 4.4 BENEFITS IN EXCESS OF LIMITS UNDER THE RSP. If a Participant is a
participant in the RSP, other than a terminated participant, the Company shall
establish an RSP-Related Account for such Participant, which shall be
determined as follows:

     (a) "COMPENSATION" FOR RSP CREDITS.

                    (i) DEFINITION. For purposes of RSP credits under this
               Section 4.4, "Compensation" has the meaning given the term
               "Total Pay" in the RSP, provided that the Committee may, in its
               discretion, designate additional or different items as
               Compensation for purposes of this Section 4.4. Effective July
               1, 2007, "Compensation" for purposes of RSP credits under this
               Section 4.4 shall include the value of restricted stock awards
               granted to certain Participants in lieu of cash Annual
               Incentive Awards, subject to the limitation set forth in
               Section 4.4(a)(ii).

                    (ii) LIMITATION. Effective January 1, 2008, "Compensation"
               of a Participant for purposes of RSP credits under this Section
               4.4 shall not include any incentive pay (including the value of
               any restricted stock awards granted to certain Participants in
               lieu of cash Annual Incentive Awards) in excess of one times
               his or her Base Salary. For purposes of this provision, a
               Participant's Base Salary shall be determined as of January 1
               of each Plan Year. In addition, incentive pay subject to this
               limitation shall only be those amounts actually paid in the
               Plan Year, regardless of when such amounts were earned.



                                     -8-
<PAGE>

     (b) CONTRIBUTION CREDITS. The following amounts shall be credited to the
Participant's RSP-Related Account for each Plan Year, in accordance with
Section 4.5:

                    (i) COMPANY STOCK CONTRIBUTION. An amount equal to: (a)
               one percent of the sum of: (i) the Participant's Compensation,
               calculated without the Section 401(a)(17) Limitation or Section
               415 Limitations, plus (ii) that portion of a Participant's
               Compensation deferred during such Plan Year pursuant to a
               Deferral Plan, minus (b) the amount actually allocated as a
               Company Stock Contribution to the account of the Participant
               under the RSP. For purposes of this Section 4.4(b)(i), the
               Section 401(a)(17) Limitation shall be deemed to apply pro
               ratably to each regularly scheduled pay period for each Plan
               Year. No credits shall be made to a Participant's RSP-Related
               Account pursuant to this Section 4.4(b)(i) for any pay period
               ending on or after July 1, 2007.

                    (ii) COMPANY PROFIT-SHARING CONTRIBUTION. An amount equal
               to: (a) the Company Profit-Sharing Contribution percentage
               utilized for purposes of the RSP for that Plan Year for such
               Participant times the sum of: (i) the Participant's
               Compensation, calculated without the Section 401(a)(17)
               Limitation or Section 415 Limitations, plus (ii) that portion
               of a Participant's Compensation deferred during such Plan Year
               pursuant to a Deferral Plan, minus (b) the amount actually
               allocated as a Company Profit-Sharing Contribution to the
               Account of the Participant under the RSP. Unless otherwise
               expressly provided in the Plan, benefits credited under this
               Section 4.4(b)(ii) at the time of a Supplemental Distribution
               shall be restricted to a Participant's vested portion, as
               determined under the applicable provisions of the RSP. Any
               non-vested portion of such deferred compensation to be paid
               shall be forfeited.

                    (iii) COMPANY MATCHING CONTRIBUTION.

                      (A) Before March 15, 2005, an amount equal to that portion
                 of the Company Matching Contribution that would have been
                 contributed and allocated to the account of a Participant by
                 the Company as a Matching Contribution on behalf of a
                 Participant, (a) to the extent such contribution is limited by
                 the Section 401(a)(17) Limitation or Section 415 Limitations,
                 minus such amount allocated as a Matching Contribution to the
                 account of the Participant under the RSP, and (b) with respect
                 to that portion of a Participant's Compensation deferred
                 pursuant to a Deferral Plan, and assuming (i) such portion had
                 not been deferred and (ii) the Participant had elected to make
                 Elective Contributions under the RSP equal to three percent (or
                 such lesser amount if actually elected by the Participant under
                 the RSP) of such Participant's compensation deferred under such
                 deferred compensation plan.

                      (B) Effective March 15, 2005, a Company matching
                 contribution, whether or not the Participant actually elects to
                 defer Compensation under the RSP, equal to the Participant's
                 RSP Match Percentage for the Plan Year multiplied by the sum
                 of: (i) that portion of the Participant's Compensation which
                 was deferred during the Plan Year pursuant to a Deferral Plan,
                 and (ii) that portion of the Participant's Compensation (not
                 including the amounts deferred as described in clause (i)
                 above) in excess of the Section 401(a)(17) Limitation, shall be
                 contributed and allocated to the Account of a Participant by
                 the Company as a matching contribution on behalf of such
                 Participant; provided, however, for purposes of this Company
                 matching contribution, Compensation shall not be subject to the
                 Section 401(a)(17) Limitation. Unless otherwise expressly
                 provided in the Plan, benefits credited under this Section
                 4.4(b)(iii) at the time of a Supplemental Distribution shall be
                 restricted to a Participant's vested portion, as determined
                 under the applicable provisions of the RSP. Any non-vested
                 portion of such deferred compensation to be paid shall be
                 forfeited.


                                     -9-
<PAGE>

                    (iv) COMPANY CONVERSION CONTRIBUTION. An amount equal to:
               (a) the Company Conversion Contribution percentage utilized for
               purposes of the RSP for that Plan Year for such Participant
               times the sum of: (i) the Participant's Compensation,
               calculated without the Section 401(a)(17) Limitation or Section
               415 Limitations, plus (ii) that portion of a Participant's
               Compensation deferred during such Plan Year pursuant to a
               Deferral Plan, minus (b) the amount actually allocated as a
               Company Conversion Contribution to the Account of the
               Participant under the RSP. Unless otherwise expressly provided
               in the Plan, benefits credited under this Section 4.4(b)(iv) at
               the time of a Supplemental Distribution shall be restricted to
               a Participant's vested portion, as determined under the
               applicable provisions of the RSP. Any non-vested portion of
               such deferred compensation to be paid shall be forfeited.

     (c) COMPANY CONTRIBUTION FOR ADDITIONAL YEARS OF SERVICE. Certain
Participants, as determined by the Company in its sole discretion, may be
deemed to have rendered five additional Years of Service under the RSP. For
each such Participant, subject to such terms and conditions as the Company may
impose upon such benefits by special agreement with such Participant (in the
event of a conflict with this Section 4.4(c), such special agreement shall
control), an additional amount shall be credited to the Participant's
RSP-Related Account equal to 40 percent of the sum of the Participant's Base
Salary and annualized bonus compensation. Subject to the terms of the special
agreement with each such Participant, such amounts shall be calculated under
procedures to be determined from time to time by the Administrator and
consistently applied to similarly situated Participants. Unless otherwise
determined by the Administrator or agreed in a special agreement with the
Participant, amounts credited under this Section 4.4(c) shall be subject to
five-year vesting, and such amounts shall be forfeited by the Participant if
the Participant's service with the Company terminates for any reason other
than death or disability (as defined in the RSP) before five years of actual
service have been rendered to the Company by such Participant. Amounts
described in this Section 4.4(c) shall be credited to the RSP-Related Account
established for the Participant in accordance with Section 4.5.

SECTION 4.5       CREDITING OF ACCOUNT.

     (a) TIME AND MANNER. Amounts described in this Article 4 shall be
credited to the Supplemental Account established for a Participant at such
times and in such manner as may be determined by the Administrator. In making
such credits, the Administrator shall generally attempt to, but shall not be
required to, credit accounts at a time and in a manner as similar as possible
to the time and manner for the crediting of similar amounts under the
Qualified Retirement Plans; provided that, unless the Administrator determines
otherwise, amounts credited to a Supplemental Account with respect to the
application of the Section 415 Limitations to the RP shall be credited upon
the commencement of the benefit payment under the RP; and provided further
that, unless otherwise determined by the Administrator or agreed in a special
agreement with a Participant, amounts credited to a Supplemental Account
pursuant to Section 4.4(c) shall be determined as of and credited on the
one-year anniversary of the later of the date of the special agreement or the
first day of the Participant's employment by the Company. The Administrator
shall apply such procedures consistently to similarly situated Participants.



                                     -10-
<PAGE>

     (b) COMPANY STOCK CONTRIBUTIONS. Amounts described in Section 4.4(b)(i)
shall be initially credited to the RSP-Related Account established for a
Participant, to a subaccount relating to the RSP Stock Fund (the "Stock
Fund"). For purposes of the Plan, the amount of such credits shall be
determined by the Administrator in a manner determined by the Administrator to
be reasonably consistent with similar determinations made under the Stock
Fund.

     (c) OTHER CONTRIBUTIONS. Amounts described in Section 4.4(b)(ii)
(profit-sharing contributions), Section 4.4(b)(iii) (matching contributions),
Section 4.4(b)(iv) (conversion credits) and Section 4.4(c) (special agreement
credits) shall be credited to the RSP-Related Account established for a
Participant, which shall contain various subaccounts selected by the
Administrator in its sole and exclusive discretion, representing the various
investment funds available to a Participant under the RSP as provided for in
the Plan; provided that:

                    (i) if a Participant has directed RSP amounts to the Stock
               Fund and the credits to the RSP-Related Account of a
               Participant pursuant to this Section 4.5(c) to the subaccount
               relating to the Stock Fund would result in the aggregate
               Company Stock holdings of such Participant under the Plan
               exceeding ten percent of the total value of his or her
               RSP-Related Account (determined at the time of the transfer),
               then such Participant shall be deemed to have selected, with
               respect to any such excess, the default subaccount designated
               by the Investment Committee for purposes of the RSP for
               allocations exceeding the applicable ten-percent threshold
               under RSP, or if none, such other default subaccount designated
               by the Investment Committee for purposes of the RSP; and

                    (ii) unless otherwise determined by the Administrator, no
               subaccount shall be established under the Plan to coincide with
               any self-directed brokerage account which may be available
               under the RSP.

     (d) ADDITIONAL ACCOUNTS. The Administrator may, in its sole and exclusive
discretion, establish additional book reserve accounts from time to time. The
procedures to reflect and credit increases, decreases, interest, dividends,
and other income, gains and losses shall be determined by the Administrator in
its sole and exclusive discretion.

SECTION 4.6 SUPPLEMENTAL BENEFITS PAYMENT ELECTION. Any Supplemental Benefits
payable under the Plan shall be paid in cash from the general assets of the
Company in the form elected by the Participant subject to the following:

     (a) In accordance with rules and procedures adopted by the Administrator
in compliance with Section 409A, existing Participants, including Participants
(other than those in pay status on December 31, 2004) under the Prior Plan,
may make Supplemental Elections as follows:

                    (i) Participants who have not previously made an initial
               Supplemental Election under Section 4.6, whether under the Plan
               or under the Prior Plan, may make such an initial Supplemental
               Election on or before the date set by the Administrator, which
               shall not be later than December 31, 2005.


                                     -11-
<PAGE>

                    (ii) Participants who have previously made an initial
               Supplemental Election under Section 4.6(b), whether under the
               Plan or under the Prior Plan, but who have not previously
               modified such election under Section 4.6(d), whether under the
               Plan or under the Prior Plan, may change such Supplemental
               Election on or before the date set by the Administrator, which
               shall not be later than December 31, 2005, to elect any payment
               form permissible under Section 4.6(b) and Section 409A,
               regardless of whether such Supplemental Election lengthens or
               shortens the period over which payments from the Plan shall be
               made. For the avoidance of doubt, any such distribution which
               accelerates payments from the Plan shall not cause any
               reduction in the amounts otherwise payable hereunder.
               Notwithstanding Section 4.6(d), if made on or before December
               31, 2005 in accordance with this Section 4.6(a)(ii), such
               subsequent Supplemental Election shall be made in accordance
               with Section 409A, but, to the extent permitted under Section
               409A transition guidance, need not comply with requirement
               regarding a minimum additional deferral period of five years.
               Any such subsequent Supplemental Election made under this
               Section 4.6(a)(ii) shall constitute a modification for purposes
               of the one-time limitation contained in Section 4.6(d), and no
               additional modification will thereafter be permitted under
               Section 4.6(d).

                    (iii) Employees who first become Participants after
               December 31, 2005 may make an initial Supplemental Election in
               accordance with rules and procedures adopted by the
               Administrator in compliance with Section 409A.

                    (iv) Participants who have previously made both a
               Supplemental Election and a modification to such Supplemental
               Election shall be subject to the rules of Section 4.6(d)
               prohibiting any further changes to their Supplemental
               Elections. However, any Participant who was not in pay status
               (as defined in Section 1.1(c)) on January 1, 2005 and who
               previously made a modification to an initial Supplemental
               Election which accelerated the time period for payments from
               the Plan shall not have any reduction in the amounts otherwise
               payable hereunder (notwithstanding Section V(D)(1)(b)(ii) of
               the Prior Plan).

     (b) A Participant may elect to receive his or her Supplemental Benefits
in a single lump-sum payment or in annual installments payable over a period
of five, ten or 15 consecutive calendar years. Except as provided in Section
4.6(d), a Participant may not modify his or her initial Supplemental Election
described in the preceding sentence. Such subsequent Supplemental Election
shall apply to the payment of all benefits under the Plan and the Prior Plan
(except for benefits that were in pay status on December 31, 2004).

     (c) If a Participant fails to make a valid, timely Supplemental Election
in accordance with Section 4.6(a) and the rules and procedures adopted by the
Administrator, such Participant shall be deemed to have made an initial
Supplemental Election to receive his or her Supplemental Benefits in the form
of a single lump sum.

     (d) A Participant who has not previously modified an initial Supplemental
Election may make a one-time modification to his or her initial Supplemental
Election to elect a payment form that lengthens the period over which payments
of Supplemental Benefits from the Plan shall be made. To be effective, such a
modification shall be made by filing a written notice of modification in such
form and manner as the Administrator may prescribe; provided, however, that
the modification must comply with Section 409A, including requirements
regarding: (i) a minimum additional deferral period of five years, and (ii)
the subsequent Supplemental Election not being effective until 12 months after
it is made. A Participant may not change the payment method of his or her
Supplemental Benefits after his or her Separation from Service.


                                     -12-
<PAGE>

SECTION 4.7       SUPPLEMENTAL ACCOUNT INVESTMENT & EARNINGS.

     (a) RP-RELATED ACCOUNT. For each Participant, the RP-Related Account
established pursuant to Section 4.3 shall be increased by the Imputed Earnings
Credit (as such term is defined in the RP), not less frequently than annually,
under procedures and at times determined by the Administrator and consistently
applied for similarly situated Participants. Such earnings shall be credited
at the same interest rate and computed in a similar manner (to the extent
administratively feasible) as Imputed Earnings Credits are computed under the
RP for each Plan Year.

     (b) RSP-RELATED ACCOUNT.

                    (i) For each Participant, credits to his or her
               RSP-Related Account shall be made to such subaccounts
               thereunder as directed by such Participant. If more than one
               subaccount is selected, a Participant must designate, on a form
               or other medium acceptable to the Administrator, in one-percent
               increments, the amounts to be credited to each subaccount. A
               Participant shall be allowed to amend such designation
               consistent with the frequency of investment changes offered the
               Participant under rules governing the RSP for a given Plan
               Year.

                    (ii) Subject to Section 4.7(b)(iv), and to such rules as
               may be adopted by the Administrator, the performance of the
               book reserve subaccount established for each Participant
               pursuant to Section 4.5(b) shall reflect the performance of the
               Stock Fund. Such subaccount shall reflect such increases or
               decreases in value from time to time, whether from dividends,
               gains, losses or otherwise, as may be experienced by the Stock
               Fund. Subject to Section 4.8, and to such rules as may be
               adopted by the Administrator, a Participant may elect to
               transfer credits to the book reserve subaccount established
               pursuant to Section 4.5(b) to or from such subaccount to or
               from one or more subaccounts established pursuant to Section
               4.5(c), in a manner similar to the rules for such transfers
               under the RSP; provided, however, no Participant may transfer
               amounts to the book reserve subaccount established for each
               Participant pursuant to Section 4.5(b) to the extent that such
               transfer would result in the aggregate Company Stock holdings
               of such Participant under the Plan exceeding ten percent of the
               total value of his or her RSP-Related Account (determined at
               the time of the transfer).

                    (iii) Subject to Section 4.7(b)(iv), and to such rules as
               may be adopted by the Administrator, the performance of the
               book reserve subaccounts established for each Participant shall
               reflect the performance of the investment fund under the RSP
               that such subaccount represents. Each such subaccount shall
               reflect such increases or decreases in value from time to time,
               whether from dividends, gains, losses or otherwise, as that
               experienced by the related investment fund under the RSP.
               Subject to Section 4.7(b)(ii) and Section 4.8, credits to such
               subaccounts may be transferred to any other subaccount under
               the Plan in a manner similar to the rules for such transfers
               under the RSP, on such terms and at such times as permitted
               with respect to the related investment funds under the RSP, and
               to such rules as may be adopted by the Administrator. If a


                                     -13-
<PAGE>

               Participant fails to affirmatively designate one or more
               subaccounts pursuant to this Section 4.7(b), subject to rules
               established by the Administrator, such Participant shall be
               deemed to have selected either a default account selected by
               the Administrator or, to the extent feasible, the subaccount(s)
               that relate to the Participant's investment direction under the
               RSP; provided, however, to the extent an Insider has directed
               RSP amounts to the Stock Fund, such Insider shall be deemed to
               have selected the subaccount relating to the Stable Value Fund.
               Notwithstanding the foregoing, the Administrator may, in its
               sole discretion, provide that one or more investment funds
               available under the RSP, including any self-directed brokerage
               account which may be available under the RSP, shall not be
               available for designation under the Plan.

                    (iv) Subject to Section 4.5(c), the subaccounts shall be
               valued subject to such reasonable rules and procedures as the
               Administrator may adopt and apply to all Participants similarly
               situated with an effort to value such subaccounts as if amounts
               designated were invested in at similar times and in manners,
               subject to administrative convenience, as amounts are invested,
               and subject to the same market fluctuation factors used in
               valuing such investments in the RSP.

SECTION 4.8       SPECIAL RESTRICTIONS.

     (a) The provisions of this Section 4.8 shall apply to Participants who
are or may be required to file reports under Section 16(a) of the Exchange Act
with respect to equity securities of Amex ("Insiders"). Such provisions shall
apply during all periods that such Participants are Insiders, including any
period following cessation of Insider status during which such Participants
are required to report transactions pursuant to Rule 16a-2(b) (or its
successor) under the Exchange Act. This Section 4.8 shall be automatically
applicable to any Participant who, on and after the date hereof, becomes an
Insider. For purposes of the foregoing, the effective date of this Section 4.8
shall be the date the Participant becomes an Insider. At such time as any
Participant ceases to be an Insider (and any period contemplated by Rule
16a-2(b) has expired), this Section 4.8 shall cease to be applicable to such
Participant.

     (b) Notwithstanding anything in the Plan to the contrary, (i) except as
set forth below, credits to the RSP-Related Account of an Insider pursuant to
Section 4.5 may not be made to a subaccount that reflects the performance of
the Stock Fund, (ii) credits made pursuant to Section 4.5 to the account of an
Insider at any time may not be transferred to a subaccount that reflects the
performance of the Stock Fund and (iii) credits made to an Insider's
RSP-Related Account pursuant to Section 4.5(b) at any time, and credits to a
subaccount of an Insider that reflects the performance of the Stock Fund
(which credits could only have been made when such individual was not an
Insider) may not be transferred, withdrawn, paid out or otherwise changed,
other than (a) pursuant to Section 4.6 or Section 6.4 (but only at such time
as such person is no longer an Insider) or (b) pursuant to the forfeiture
provisions contained in the last sentence of Section 4.4(b)(ii).

     (c) It is intended that the crediting of amounts to the accounts of
Insiders that represents the performance of the Stock Fund is intended to
qualify for exemption from Section 16 under Rule 16b-3(d) under the Exchange
Act. The Administrator shall, with respect to Insiders, administer and
interpret all Plan provisions in a manner consistent with such exclusion.


                                     -14-
<PAGE>

                                  ARTICLE 5
                              ELECTIVE DEFERRALS

SECTION 5.1       ELIGIBILITY.

     (a) IN GENERAL. Participation in the Plan for a Plan Year with respect to
Deferral Benefits shall be limited to Employees who meet the requirements of
Section 5.1(b), provided that the Administrator may designate, on a
case-by-case basis, Employees or categories of Employees who shall not be
eligible to participate in the Plan with respect to all or any portion of
Deferral Benefits, and provided further, that the determination of eligible
Employees shall be made consistent with the requirement that the Plan be a
"top-hat" plan for purposes of ERISA.

     (b) CRITERIA. Generally, an Employee will be eligible to participate in
the Plan for a Plan Year with respect to Deferral Benefits if the Employee is:

                    (i) an "active" (i.e., providing services to Amex or an
               approved subsidiary) employee on the December 31st immediately
               preceding the Plan Year and during the entire Plan Year;

                    (ii) a senior-level employee ("Band 50" or above) on the
               December 31st immediately preceding the Plan Year and during
               the entire Plan Year; and

                    (iii) either:
                         (A) subject to U.S. federal income tax for
                             the Plan Year; or

                         (B) designated by Amex as an eligible U.S. Dollar-Paid
                             Expatriate who is a U.S. citizen or U.S. green
                             card holder for the Plan Year.

     (c) NOTIFICATION. Employees eligible to participate in the Plan for a
Plan Year with respect to Deferral Benefits will be notified by Amex of their
eligibility to participate for such Plan Year. If Amex erroneously notifies an
individual of his or her eligibility to participate, and such individual does
not meet the requirements of Section 5.1(b) or such individual has been
excluded by the Administrator pursuant to Section 5.1(a), such erroneous
notification shall not cause the individual to be eligible, and any Deferral
Election made by such ineligible individual shall be null and void and of no
effect.

     (d) NEWLY ELIGIBLE EMPLOYEES. To the extent permissible under Section
409A, Employees who become eligible to participate in the Plan during a Plan
Year with respect to Deferral Benefits and who have not previously
participated in an account-balance deferred compensation arrangement (as
defined for purposes of Section 409A) of Amex or its subsidiaries may be
offered by Amex the opportunity to participate in the Plan for the Plan Year
with respect to Deferral Benefits with respect to his or her post-election
Base Salary for the Plan Year and the post-election portion of his or her
Annual Incentive Award for the Plan Year.

     (e) CHANGE IN STATUS. If the employee status of a Participant changes to
"inactive" during a Plan Year for any reason, including, but not limited to,
severance, or termination of employment (for any reason, including, but not

                                     -15-
<PAGE>

limited to, retirement, disability or death), the Deferral Election of the
Employee for the Plan Year will become immediately void, except for any
amounts already deferred prior to such change in status. If the Participant
elected to defer a portion of his or her Base Salary and the Participant's
employee status changes to "inactive" during a Plan Year, the Participant's
Base Salary deductions will be discontinued and previous deductions will be
credited to the Participant's Deferral Account for the Plan Year. In the case
of a leave of absence, the Base Salary deductions in effect prior to the leave
will resume when the Participant returns from leave to "active" status. In
each situation, the Participant's Base Salary deferral amount for the Plan
Year will be reduced accordingly.

SECTION 5.2 PARTICIPATION. An eligible Employee for a Plan Year shall become a
Participant in the Plan with respect to Deferral Benefits for such Plan Year
by making a Deferral Election in accordance with Section 5.4 for the Plan
Year.

SECTION 5.3       DEFERRABLE COMPENSATION.

     (a) ELIGIBLE COMPENSATION.

                    (i) An eligible Employee for a Plan Year may elect to
               defer a specified dollar amount from one or more of the
               following items for the Plan Year:

                      (A) the Employee's Base Salary;

                      (B) the Employee's Annual Incentive Award; and

                      (C) the Employee's PG Award.

                    (ii) Notwithstanding Section 5.3(a)(i), an Employee who
               becomes eligible to participate in the Plan with respect to
               Deferral Benefits during a Plan Year who is offered the
               opportunity by Amex to participate as described in Section
               5.1(d) may only elect to defer a specified dollar amount from
               one or more of the following items for the Plan Year:

                      (A) the post-election portion of the Employee's Base
                          Salary; and

                      (B) the post-election portion of the Employee's Annual
                          Incentive Award.

     (b) MINIMUM DEFERRAL. The minimum dollar amount of each item eligible for
deferral under Section 5.3(a) that may be deferred by an Employee for a Plan
Year shall be $5,000, unless otherwise determined by the Administrator in its
sole discretion.

     (c) MAXIMUM DEFERRAL. Unless otherwise determined by the Administrator in
its sole discretion, the maximum dollar amount that may be deferred by an
Employee for a Plan Year from all items eligible for deferral under Section
5.3(a) shall be 100 percent of the Employee's Base Salary as of the December
31st immediately preceding the Plan Year (or with respect to an Employee who
becomes eligible to participate in the Plan with respect to Deferral Benefits
during a Plan Year, 100 percent of the Employee's Base Salary as of the date
he or she becomes eligible to so participate).


                                     -16-
<PAGE>

SECTION 5.4       DEFERRAL BENEFITS ELECTION.

     (a) TIME OF DEFERRAL ELECTION. An eligible Employee for a Plan Year who
wants to participate in the Plan with respect to Deferral Benefits for a Plan
Year must make a Deferral Election for the Plan Year before the beginning of
the Plan Year; provided, however, that an Employee described in Section
5.1(d), may make a Deferral Election for the Plan Year in which he or she
becomes eligible to participate within 30 days of becoming eligible to
participate.

     (b) FORM OF DEFERRAL ELECTION. A Deferral Election for a Plan Year shall
be made either (i) in writing on the form provided by Amex for the purpose of
making such an election, or (ii) by means of the electronic enrollment process
made available by Amex for the purpose of making such an election.

     (c) CONTENTS OF DEFERRAL ELECTION. In his or her Deferral Election for a
Plan Year, the Employee shall specify:

                    (i) the items of his or her compensation eligible for
               deferral under Section 5.3(a) that the Employee wishes to defer
               for the Plan Year and the dollar amount of each such item to be
               deferred, provided that the amount of each item to be deferred
               complies with the requirements of Section 5.3(b) and the total
               amount of all items to be deferred complies with Section
               5.3(c);

                    (ii) the time when his or her Deferral Account for such
               Plan Year shall be paid, which shall be either (A) the
               Retirement of the Participant, or (B) a specified date at least
               five years after the last day of the Plan Year; and

                    (iii) the form of payment of his or her Deferral Account
               for the Plan Year, which shall be (A) a lump sum, or (B) five,
               ten or 15 substantially equal annual installments.

SECTION 5.5 CREDITING OF DEFERRAL ACCOUNTS. The Administrator shall establish
and maintain a Deferral Account with respect to each Participant for the
Deferral Benefits of each Plan Year. Amounts deferred by a Participant for a
Plan Year shall be credited to the Deferral Account established for the
Participant for such Plan Year at such times and in such manner as may be
determined by the Administrator. In making such credits, the Administrator
shall generally attempt to, but shall not be required to, credit accounts at a
time when the items deferred would otherwise have been paid to the
Participant.

SECTION 5.6       ACCOUNT EARNINGS.

     (a) EARNINGS. A Participant's Deferral Account for a Plan Year shall be
credited with interest equivalents each calendar year at the Schedule Rate in
effect for the calendar year.


                                     -17-
<PAGE>

     (b) VESTING.

                    (i) PRINCIPAL. The principal amount of a Participant's
               Deferral Account for a Plan Year shall be 100 percent vested at
               all times.

                    (ii) EARNINGS. The earnings on a Participant's Deferral
               Account for a Plan Year for a given calendar year at the
               Minimum Schedule Rate for the calendar year shall be 100
               percent vested as such earnings are accrued and credited. The
               portion of the earnings on a Participant's Deferral Account for
               a Plan Year for a given calendar year at the applicable
               Schedule Rate in excess of the Minimum Schedule Rate for the
               calendar year, if any, shall become vested on the date that the
               Participant becomes Retirement Eligible.

                                  ARTICLE 6
                              PAYMENT OF BENEFITS

SECTION 6.1       SUPPLEMENTAL ACCOUNT.

     (a) Payment of Supplemental Benefits shall be made as follows: (i) if a
Participant has elected (or is deemed to have elected) a lump-sum payment, it
shall be made on the first January 1 or July 1 which is at least six months
following the Participant's Separation from Service for any reason from the
Company, or as soon thereafter as administratively feasible (provided,
however, that all such payments made in 2006 shall be made on July 1); (ii) if
a Participant has elected annual installment payments, they shall begin on
July 1 of the calendar year following the Participant's Separation from
Service for any reason from the Company, or as soon thereafter as
administratively feasible, and shall continue on each July 1 thereafter for
the period selected by the Participant. A Participant who has experienced a
Separation from Service and has begun receiving payments as set forth above,
shall continue receiving any remaining payments according to the terms in
effect on the date of his or her Separation from Service, even if later
re-employed by the Company.

     (b) The payment of Supplemental Benefits to a Participant under this
Section 6.1 shall be limited to a Participant's vested portion of his or her
Supplemental Account at the time of distribution. Unless otherwise expressly
provided in the Plan, a Participant's vested portion shall be determined under
the vesting provisions of the Qualified Retirement Plans. Any non-vested
portion of amounts credited to a Participant hereunder shall be forfeited.

SECTION 6.2       DEFERRAL ACCOUNT.

     (a) SPECIFIED DATE ELECTIONS. If a Participant designated a specified
date as the time when a Deferral Account of such Participant is to be paid,
and the Participant has not had a Separation of Service as of the specified
date, then payment of the such Deferral Account shall be made as follows: (A)
if the Participant elected a lump-sum payment of such Deferral Account, it
shall be made on the first March 15 or September 15 which is at least six
months following the specified date, or as soon thereafter as
administratively; and (B) if the Participant elected annual installment
payments of such Deferral Account, it shall begin on March 15 of the calendar
year following the specified date, or as soon thereafter as administratively

                                     -18-
<PAGE>

feasible, and shall continue on each March 15 thereafter for the period
selected by the Participant. If a Participant who is to receive or has begun
receiving payments in annual installments under this Section 6.2(a)
experiences a Separation from Service before having received all of the annual
installments to which the Participant is entitled, then if the Participant is
Retirement Eligible at the time of his or her Separation from Service, the
Participant shall receive or continue to receive the remaining annual
installment payments as scheduled, and if the Participant is not Retirement
Eligible at the time of his or her Separation from Service, then the remaining
installments shall be paid to the Participant in a lump sum pursuant to
Section 6.2(b)(ii).

     (b) SEPARATION FROM SERVICE. If a Participant has a Separation of
Service, regardless of whether the Participant designated a later specified
date as the time when a Deferral Account is to be paid, then:

                    (i) If a Participant is Retirement Eligible at the time of
               his or her Separation from Service, then payment of the
               Participant's Deferral Accounts shall be made as follows: (A)
               if the Participant elected a lump-sum payment of a Deferral
               Account, payment of such Deferral Account shall be made on the
               first March 15 or September 15 which is at least six months
               following the Participant's Separation from Service for any
               reason from the Company, or as soon thereafter as
               administratively; and (B) if the Participant elected annual
               installment payments of the Deferral Account, payment of such
               Deferral Account shall begin on March 15 of the calendar year
               following the Participant's Separation from Service for any
               reason from the Company, or as soon thereafter as
               administratively feasible, and shall continue on each March 15
               thereafter for the period selected by the Participant. A
               Participant who has experienced a Separation from Service and
               has begun receiving payments as set forth above, shall continue
               receiving any remaining payments according to the terms in
               effect on the date of his or her Separation from Service, even
               if later re-employed by the Company.

                    (ii) If a Participant is not Retirement Eligible at the
               time of his or her Separation from Service, then regardless of
               the Participant's Deferral Elections, payment of all of the
               Participant's Deferral Accounts shall be made in a lump sum on
               the first March 15 or September 15 which is at least six months
               following the Participant's Separation from Service, or as soon
               thereafter as administratively feasible.

     (c) PAYMENT LIMITED TO VESTED AMOUNT. The payment of a Participant's
Deferral Account for a Plan Year under this Section 6.2 shall be limited to a
Participant's vested portion of his or her Deferral Account at the time of
distribution. Any non-vested portion of amounts credited to a Participant
hereunder shall be forfeited.

SECTION 6.3 DESIGNATION OF BENEFICIARIES. A Participant may separately
designate a Beneficiary or Beneficiaries entitled to receive payment of his or
her Supplemental Account and his or her Deferral Account by filing written
notice of such designation with the Administrator in such form as the
Administrator may prescribe. A Participant may revoke or modify such
designation at any time by a further written designation in such form as the
Administrator may prescribe. A Participant's Beneficiary designation shall be
deemed automatically revoked in the event of the death of the Beneficiary or,
if the Beneficiary is the Participant's spouse, in the event of dissolution of
marriage. If no designation is in effect at the time Benefits payable under
the Plan become due, the Beneficiary shall be deemed to be the Participant's
surviving spouse, if any, and if not, the Participant's estate.


                                     -19-
<PAGE>

SECTION 6.4       DEATH.

     (a) SUPPLEMENTAL ACCOUNT. Upon a Participant's death, payment of the
Participant's Supplemental Account shall be made to the Participant's
Beneficiary or Beneficiaries designated to receive the Participant's
Supplemental Account. If a Participant dies while still actively employed by
the Company, the payment of his or her Supplemental Account shall be made as a
single lump-sum payment on the first January 1 or July 1 which is at least six
months following the Participant's death, or as soon thereafter as
administratively feasible. If a Participant elects annual installment payments
and dies after such installment payments have commenced, any remaining
installment payments shall be made to the Participant's Beneficiary or
Beneficiaries as a single lump-sum payment on the first January 1 or July 1
which is at least six months following the Participant's death, or as soon
thereafter as administratively feasible.

     (b) DEFERRAL ACCOUNT. Upon a Participant's death, payment of the
Participant's Deferral Account shall be made to the Participant's Beneficiary
or Beneficiaries designated to receive the Participant's Deferral Account. If
a Participant dies while still actively employed by the Company, the payment
of his or her Deferral Account shall be made as a single lump-sum payment on
the first March 15 or September 15 which is at least six months following the
Participant's death, or as soon thereafter as administratively feasible. If a
Participant elects annual installment payments and dies after such installment
payments have commenced, any remaining installment payments shall be made to
the Participant's Beneficiary or Beneficiaries as a single lump-sum payment on
the first March 15 or September 15 which is at least six months following the
Participant's death, or as soon thereafter as administratively feasible.

SECTION 6.5       DISABILITY.

     (a) SUPPLEMENTAL ACCOUNT. In the event of the Disability of a
Participant, payment of the Participant's Supplemental Account shall be made
as follows: (i) if the Participant elected a lump-sum payment of his or her
Supplemental Account, payment shall be made on the first January 1 or July 1
which is at least six months following the Participant's date of Disability,
or as soon thereafter as administratively feasible; and (ii) if the
Participant elected annual installment payments of his or her Supplemental
Account, payment shall begin on July 1 of the calendar year following the
Participant's date of Disability, or as soon thereafter as administratively
feasible, and shall continue on each July 1 thereafter for the period selected
by the Participant.

     (b) DEFERRAL ACCOUNTS. In the event of the Disability of a Participant,
payment of each of the Participant's Deferral Accounts shall be made as
follows: (i) if the Participant elected a lump-sum payment of his or her
Deferral Account for the Plan Year, payment of that Deferral Account shall be
made on the first March 15 or September 15 which is at least six months
following the Participant's date of Disability, or as soon thereafter as
administratively feasible; and (ii) if the Participant elected annual
installment payments of his or her Deferral Account for the Plan Year, payment
of that Deferral Account shall begin on March 15 of the calendar year
following the Participant's date of Disability, or as soon thereafter as
administratively feasible, and shall continue on each March 15 thereafter for
the period selected by the Participant for such Deferral Account.


                                     -20-
<PAGE>

SECTION 6.6 UNFORESEEN EMERGENCY. Upon the request of a Participant and based
on a showing of an unforeseeable emergency, as defined by Section 409A, the
Administrator may, in its sole discretion, vary the manner and time of making
the distributions provided in this Article 6 to the extent permitted by
Section 409A.

SECTION 6.7 COMPANY OFFSET. Notwithstanding anything in the Plan, the RP or
the RSP to the contrary, any amount otherwise due or payable under the Plan
may be forfeited, or its payment suspended, at the discretion of the
Administrator, to apply toward or recover any claim the Company may have
against the Participant, including but not limited to, for the enforcement of
Amex's Detrimental Conduct provisions under its long-term incentive award
plan, to recover a debt to the Company or to recover a benefit overpayment
under a Company benefit plan or program.

SECTION 6.8 WITHHOLDING. The Company shall be entitled to deduct from any
payment under the Plan, regardless of the form of such payment, the amount of
all applicable income and employment taxes, if any, required by law to be
withheld with respect to such payment or may require the Participant to pay to
it such tax prior to and as a condition of the making of such payment.

                                  ARTICLE 7
                               CHANGE IN CONTROL

SECTION 7.1       CHANGE IN CONTROL.  "Change in Control" means the happening
of any of the following:

     (a) Any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") becomes the beneficial
owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
25 percent or more of either (i) the then outstanding common shares of Amex
(the "Outstanding Company Common Shares") or (ii) the combined voting power of
the then outstanding voting securities of Amex entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that such beneficial ownership shall not constitute a
Change in Control if it occurs as a result of any of the following
acquisitions of securities: (A) any acquisition directly from Amex; (B) any
acquisition by Amex or any corporation, partnership, trust or other entity
controlled by Amex (a "Subsidiary"); (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by Amex or any
Subsidiary; (D) any acquisition by an underwriter temporarily holding Amex
securities pursuant to an offering of such securities; (E) any acquisition by
an individual, entity or group that is permitted to, and actually does, report
its beneficial ownership on Schedule 13-G (or any successor schedule),
provided that, if any such individual, entity or group subsequently becomes
required to or does report its beneficial ownership on Schedule 13D (or any
successor schedule), then, for purposes of this subsection, such individual,
entity or group shall be deemed to have first acquired, on the first date on
which such individual, entity or group becomes required to or does so report,
beneficial ownership of all of the Outstanding Company Common Stock and
Outstanding Company Voting Securities beneficially owned by it on such date;
or (F) any acquisition by any corporation pursuant to a reorganization, merger
or consolidation if, following such reorganization, merger or consolidation,
the conditions described in clauses (i), (ii) and (iii) of Section 7.1(c) are
satisfied. Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") became the
beneficial owner of 25 percent or more of the Outstanding Company Common
Shares or Outstanding Company Voting Securities as a result of the acquisition
of Outstanding Company Common Shares or Outstanding Company Voting Securities
by Amex which, by reducing the number of Outstanding Company Common Shares or
Outstanding Company Voting Securities, increases the proportional number of
shares beneficially owned by the Subject Person; provided, that if a Change in
Control would be deemed to have occurred (but for the operation of this
sentence) as a result of the acquisition of Outstanding Company Common Shares
or Outstanding Company Voting Securities by Amex, and after such share
acquisition by Amex, the Subject Person becomes the beneficial owner of any
additional Outstanding Company Common Shares or Outstanding Company Voting
Securities which increases the percentage of the Outstanding Company Common
Shares or Outstanding Company Voting Securities beneficially owned by the
Subject Person, then a Change in Control shall then be deemed to have
occurred; or

     (b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
Amex's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board, including by reason of agreement intended to avoid or
settle any such actual or threatened contest or solicitation; or

     (c) The consummation of a reorganization, merger, statutory share
exchange, consolidation, or similar corporate transaction involving Amex or
any of its direct or indirect Subsidiaries (each a "Business Combination"), in
each case, unless, following such Business Combination, (i) the Outstanding
Company Common Shares and the Outstanding Company Voting Securities
immediately prior to such Business Combination, continue to represent (either
by remaining outstanding or being converted into voting securities of the
resulting or surviving entity or any parent thereof) more than 50 percent of
the then-outstanding shares of common stock and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from
Business Combination (including, without limitation, a corporation that, as a
result of such transaction, owns Amex or all or substantially all of Amex's
assets either directly or through one or more subsidiaries), (ii) no Person
(excluding Amex, any employee benefit plan (or related trust) of Amex, a
Subsidiary or such corporation resulting from such Business Combination or any
parent or subsidiary thereof, and any Person beneficially owning, immediately
prior to such Business Combination, directly or indirectly, 25 percent or more
of the Outstanding Company Common Shares or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 25
percent or more of, respectively, the then outstanding shares of common stock
of the corporation resulting from such Business Combination (or any parent
thereof) or the combined voting power of the then outstanding voting


                                     -21-
<PAGE>

securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination (or any
parent thereof) were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for such
Business Combination; or

     (d) The consummation of the sale, lease, exchange or other disposition of
all or substantially all of the assets of Amex, unless such assets have been
sold, leased, exchanged or disposed of to a corporation with respect to which
following such sale, lease, exchange or other disposition (i) more than 50
percent of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation (or any parent thereof) entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities immediately prior to such
sale, lease, exchange or other disposition in substantially the same
proportions as their ownership immediately prior to such sale, lease, exchange
or other disposition of such Outstanding Company Common Shares and Outstanding
Company Voting Shares, as the case may be, (ii) no Person (excluding Amex and
any employee benefit plan (or related trust)) of Amex or a Subsidiary or of
such corporation or a subsidiary thereof and any Person beneficially owning,
immediately prior to such sale, lease, exchange or other disposition, directly
or indirectly, 25 percent or more of the Outstanding Company Common Shares or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 25 percent or more of respectively, the then
outstanding shares of common stock of such corporation (or any parent thereof)
and the combined voting power of the then outstanding voting securities of
such corporation (or any parent thereof) entitled to vote generally in the
election of directors and (iii) at least a majority of the members of the
board of directors of such corporation (or any parent thereof) were members of
the Incumbent Board at the time of the execution of the initial agreement or
action of the Board providing for such sale, lease, exchange or other
disposition of assets of Amex; or

     (e) Approval by the shareholders of Amex of a complete liquidation or
dissolution of Amex.

SECTION 7.2       EFFECT OF CHANGE IN CONTROL.  This Section 7.2 shall apply in
the event of a Change in Control.

     (a) RABBI TRUST. Notwithstanding Section 10.1 and any other provision
herein to the contrary, to the extent permitted by Section 409A without excise
tax or penalty, effective immediately upon a Change of Control, the entire
value of each Participant's Account under the Plan shall be maintained in a
trust (the "Trust") established by Amex for this purpose and the Company shall
transfer to the Trust an amount sufficient to fund the entire value of each
Participant's Account. The Trust is intended to be classified for federal
income tax purposes as a "grantor trust" within the meaning of Subpart E, Part
I, Subchapter J, Chapter 1, Subtitle A of the Code.


                                     -22-
<PAGE>

     (b) ACCOUNT EARNINGS.

                    (i) RSP-RELATED ACCOUNT.

                         (A) Notwithstanding Section 4.7(b)(ii), effective
                    immediately upon a Change in Control, to the extent a
                    subaccount of a RSP-Related Account established on behalf
                    of a Participant reflects, or by the terms of the Plan
                    should in the future reflect, the performance of the Stock
                    Fund, it shall thereafter reflect the performance of the
                    Stable Value Fund.

                         (B) Notwithstanding Section 4.7(b)(iii), in the event
                    that any time after a Change in Control either (A) the RSP
                    is frozen or terminated and is not replaced by a
                    comparable qualified incentive savings plan, or (B) there
                    are no investment funds available under the RSP (or
                    successor qualified investment savings plan) to which a
                    Participant may direct the investment of his or her
                    RSP-Related Account, then a Participant's RSP-Related
                    Account shall thereafter be credited with earnings of at
                    least the Moody's A Rate.

                    (ii) DEFERRAL ACCOUNTS.

                         (A) Notwithstanding Section 5.6(a), effective
                    immediately upon a Change in Control, the applicable
                    Schedule Rate for the calendar year in which the Change in
                    Control occurs and the immediately following calendar year
                    shall be no less than nine percent;

                         (B) Notwithstanding Section 5.6(a), effective
                    immediately upon a Change in Control, the applicable
                    Schedule Rate for the second calendar year immediately
                    following the calendar year in which the Change in Control
                    occurs and each calendar year thereafter shall be no less
                    than the Moody's A Rate for such calendar year.

                         (C) If a Participant who is eligible to receive
                    lump-sum severance under the Severance Plan experiences a
                    Separation from Service within the two-year period
                    following a Change in Control, and the Participant would
                    have become Retirement Eligible during the serial
                    severance period for which the Participant would have been
                    eligible in a non-Change-in-Control situation, then upon
                    such Separation from Service, the Participant shall
                    immediately become 100 percent vested in the earnings on
                    his or her Deferral Account under Section 5.6(b)(ii) as if
                    the Participant were Retirement Eligible on the date of
                    the Separation from Service.

     (c) TAX GROSS-UP.

                         (i) In the event that any payment or benefit received
                    or to be received by a Participant hereunder in connection
                    with a Change in Control or termination of such
                    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 (A) 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 Section 7.2(iv), 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 (B) 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 reduced Total Payments) is


                                     -23-
<PAGE>

                    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 may elect in writing
                    to have other components of his or her Total Payments
                    reduced prior to any reduction in the Payments hereunder.

                        (ii) 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:
                    (A) 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 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(2)(A) or Section 280G(b)(4)(A) of the
                    Code; (B) 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; (C) all "excess
                    parachute payment" within the meaning of Section
                    280G(b)(2) 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(g)(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 (D) the value of any non-cash 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.


                                     -24-
<PAGE>

                         (iii) 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
                    an obligation to repay to the Company on the fifth
                    business day after demand, together with interest on such
                    amount at 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.

                         (iv) 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).

                                   ARTICLE 8
                               CLAIMS PROCEDURES

SECTION 8.1       CLAIM.

     (a) A Participant or Beneficiary who believes that he or she is being
denied a Benefit to which he or she is entitled under the Plan may file a
written request for such Benefit with the Administrator, setting forth his or
her claim for Benefits.

     (b) Other than with respect to claims to which ERISA expressly provides a
limitations period, no action may be commenced against any Plan party after
the earliest to occur of the following dates: the date that is 90 days after
the date of the final denial of the appeal, or the date that is one year from
the date a cause of action accrued. For purposes of this Article 8, a cause of
action is considered to have accrued when the person bringing the legal action
knew, or in the exercise of reasonable diligence should have known, that a


                                     -25-
<PAGE>

Plan party has clearly repudiated the claim or legal position which is the
subject of the action, regardless of whether such person has filed a claim for
Benefits in accordance with the provisions of this Article 8. The
Administrator shall be the Plan's agent for service of process.

     (c) A Participant or Beneficiary must exhaust all remedies under the
Plan's claims procedures before being entitled to seek relief under Section
8.5.

SECTION 8.2       CLAIM DECISION.

     (a) Except as otherwise provided by Section 8.2(b), the Administrator
shall reply to any claim filed under Section 8.1 within 90 days of receipt,
unless it determines to extend such reply period for an additional 90 days for
reasonable cause and notifies the claimant in advance of the reasons for the
extension and the date by which the Administrator expects to make a decision.
If the claim is denied in whole or in part, such reply shall include a written
explanation, using language calculated to be understood by the Participant or
Beneficiary, setting forth:

     (i) the specific reason or reasons for such denial;

     (ii) the specific reference to relevant provisions of the Plan on which
such denial is based;

     (iii) a description of any additional material or information necessary
for the Participant or Beneficiary to perfect his or her claim and an
explanation why such material or such information is necessary;

     (iv) appropriate information as to the steps to be taken if the
Participant or Beneficiary wishes to submit the claim for review;

     (v) the time limits for requesting a review under Section 8.3 and
     for review under Section 8.4; and

     (vi) the Participant's or Beneficiary's right to bring an action for
     Benefits under Section 502 of ERISA (subject to Section 8.5) if Benefits
     are denied on review.

     (b) If the claim is a claim for Benefits that requires a determination
regarding whether a Participant is Disabled to be made by the Administrator
(and not by some party other than the Administrator or the Plan for purposes
other than a benefit determination under the Plan), the Administrator will
respond to the Participant's claim within a reasonable period of time and in
any case within 45 days (provided that the Administrator may utilize up to two
30-day extension periods, in each case to the extent that the Administrator
determines that circumstances beyond the control of the Plan so require, and
shall in each case provide the claimant with an advance notice setting forth
the reasons for the extension and the date by which the Administrator expects
to render a decision, the standards on which entitlement to a Benefit is
based, the unresolved issues that prevent a decision on the claim, and the
additional information needed to resolve such issues). In the event that
additional information is necessary to resolve a claim requiring the
Administrator to rule on the Participant's Disabled status, the claimant shall
be afforded at least 45 days to provide the information (during which time the
periods to provide notice and a decision on the claim shall be tolled).


                                     -26-
<PAGE>

     (c) In the event of a claim requiring the Administrator to rule on the
Participant's Disabled status, the Administrator's written notice of claim
denial shall provide the claimant (in addition to the items described in
Section 8.2(a)) with a copy of any internal rule, guideline, protocol or other
similar criterion relied upon during the claims process or with a statement
that such an internal rule, guideline, protocol or other similar criterion was
relied upon and that a copy will be provided free of charge upon request, and
if a medical necessity or experimental treatment or similar exclusion or limit
was imposed, the Administrator will provide an explanation of the scientific
or clinical judgment for the determination (applying the terms of the Plan to
the claimant's medical circumstances) or a statement that such an explanation
will be provided free of charge upon request.

SECTION 8.3       REQUEST FOR REVIEW.

     (a) Except as otherwise provided by Section 8.3(b), within 60 days after
the receipt by the Participant or Beneficiary of the written explanation
described above, the Participant or Beneficiary may request in writing that
the Administrator review its determination. The Participant or Beneficiary, or
his or her duly authorized representative, may, but need not, review the
relevant documents and submit issues and comments in writing for consideration
by the Administrator. Reasonable access to and copies of any documents,
records and other information relevant to the claim will be provided free of
charge upon request, subject to attorney-client, attorney work-product and
other applicable privilege rules unless otherwise required by ERISA. Except as
otherwise provided by Section 8.3(b), if the Participant or Beneficiary does
not request a review of the initial determination within such 60-day period,
the Participant or Beneficiary shall be barred and estopped from challenging
the determination.

     (b) In the event of a claim requiring the Administrator to make a
determination regarding the Participant's Disabled status, the claimant shall
have 180 days after receipt of the written explanation described above to
request in writing that the determination be reviewed, and shall be barred and
estopped from challenging the determination if he or she does not request a
review of the initial determination within such 180-day period.

SECTION 8.4       REVIEW OF DECISION.

     (a) After considering all materials presented by the Participant or
Beneficiary, the Administrator will render a written decision, setting forth
the specific reasons for the decision and containing specific references to
the relevant provisions of the Plan on which the decision is based. The
decision on review shall normally be made within 60 days after the
Administrator's receipt of the Participant's or Beneficiary's claim or
request. If an extension of time is required for a hearing or other special
circumstances, the Participant or Beneficiary shall be notified of the reasons
for the extension and the date as of which the Administrator expects to make a
decision, and the time limit shall be 120 days. The decision shall be in
writing using language calculated to be understood by the Participant or
Beneficiary, and shall set forth:

          (i) the specific reason or reasons for such denial;

          (ii) the specific reference to relevant provisions of the Plan on
     which such denial is based;


                                     -27-
<PAGE>

          (iii) a statement that the claimant is entitled, upon request and
     free of charge, to receive reasonable access to and copies of all
     documents, records and other information relevant to the claimant's claim
     (subject to attorney-client, attorney work-product and other applicable
     privilege rules unless otherwise required by ERISA); and

          (iv) the Participant's or Beneficiary's right to bring an action for
     Benefits under Section 502 of ERISA now that the claim has been denied on
     appeal (subject to Section 8.5).

     (b) In the event of a claim requiring the Administrator to make a
determination regarding the Participant's Disabled status, the Administrator
shall ensure that no deference is afforded to the prior determination, that
the persons who made the initial determination on behalf of the Administrator
shall not be involved in the review, and that the persons who make the
decision on review on behalf of the Administrator are not subordinates of the
original decision-makers. In the event that a medical judgment is required,
the persons conducting the review shall consult with a health care
professional of appropriate training and experience in the relevant field of
medicine and shall identify any medical or vocational experts consulted to the
claimant. No health care professional consulted in the course of the review
shall be a person consulted in the course of the original determination (or a
subordinate of such person). The claim determination on review of a claim
requiring the Administrator to make a determination regarding the
Participant's Disabled status shall be provided within 45 days (90 days, if
the Administrator determines that special circumstances require an extension
and so informs the Participant). In the event of such a claim denial, in
addition to the items required above, the Administrator shall provide a copy
of any internal rule, guideline, protocol or other similar criterion relied
upon during the claims process or a statement that such an internal rule,
guideline, protocol or other similar criterion was relied upon and that a copy
will be provided upon request, and if a medical necessity or experimental
treatment or similar exclusion or limit was imposed, the Administrator will
provide an explanation of the scientific or clinical judgment for the
determination (applying the terms of the Plan to the claimant's medical
circumstances) or a statement that such an explanation will be provided free
of charge upon request.

     (c) All decisions on review shall be final and shall bind all parties
concerned to the maximum extent permitted by law.

SECTION 8.5       ARBITRATION.

     (a) Notwithstanding anything herein to the contrary and to the extent
permitted by ERISA, upon completion of the claims process set forth in this
Article 8, the Administrator, a Participant or a Beneficiary will have the
right to compel binding arbitration with respect to any claim for Benefits or
damages. If any such party chooses to compel arbitration, the process and
procedure shall be governed by the terms and conditions of the American
Express Company Employment Arbitration Policy and Employment Arbitration
Acknowledgment Form ("Policy"), to the extent such Policy is consistent with


                                     -28-
<PAGE>

the terms of the Plan. This includes, but is not limited to, the Policy's
prohibition against claims being arbitrated on a class action basis or on
bases involving claims brought in a representative capacity on behalf of any
other similarly situated party. In addition, if any party chooses to compel
arbitration, the arbitrator will be bound by the substantive terms of the Plan
and ERISA (including, but not limited to, the standard of review required by
ERISA).

     (b) To the extent required by Sections 2560.503-1(c)(2)-(3) and
2560.503-1(d) of the Labor Regulations, arbitration shall not be required in
the case of a claim which requires the Administrator to make a determination
with respect to the Participant's Disabled status.

SECTION 8.6 BURDEN OF PROOF. Notwithstanding anything herein to the contrary,
to the extent a Participant or Beneficiary asserts entitlement to Benefits
based upon facts not contained in the Plan's records, such person shall be
required to provide satisfactory affirmative evidence of such facts. For
avoidance of doubt, if a person claims entitlement to benefits based upon
Compensation for RSP-Related Account or RP-Related Account purposes, Years of
Service, or Base Salary, Annual Incentive Awards or PG Awards, that are not
reflected in the Plan's records, such person must provide satisfactory
affirmative evidence of such Compensation, Years of Service, Base Salary,
Annual Incentive Awards or PG Awards. The Administrator shall have the sole
and exclusive discretion to determine whether the above-referenced affirmative
evidence is satisfactory.

SECTION 8.7 ADMINISTRATOR'S SOLE AUTHORITY. Notwithstanding Section 3.2 or any
other provision of the Plan, the Administrator shall have the sole and
exclusive authority with respect to any matter, action or decision under this
Article 8, and the Committee shall have neither any authority with respect to
such matters, nor the right or ability to limit or to interfere in any way
with the Administrator's authority with respect to such matters.

                                   ARTICLE 9
                            AMENDMENT & TERMINATION

SECTION 9.1 PLAN AMENDMENT. The Committee or its delegate may, at any time,
amend or terminate the Plan, provided that the Committee may not reduce or
modify the amount of any Benefit payable to a Participant or any Beneficiary
receiving Benefit payments at the time the Plan is amended or terminated.
Notwithstanding the foregoing, the Committee shall not have the right to amend
or modify the terms and provisions of the Plan to the extent such amendment or
modification would result in a violation of Section 409A.

SECTION 9.2 EFFECT OF PLAN TERMINATION. If the Plan is terminated, no
additional deferrals or contributions shall be credited to any Participant
Account hereunder. Following Plan termination, Participants' Accounts shall be
paid at such time and in such form as provided under Article 6.
Notwithstanding the foregoing, either at the time of termination or on a
subsequent date, the Committee may, in its discretion, determine to distribute
the then existing Account balances of Participants and Beneficiaries and,
following such distribution, there shall be no further obligation to any
Participant or Beneficiary under the Plan; provided, however, that the
authority granted to the Committee under this Section 9.2 shall be implemented
in compliance with the requirements of and only to the extent permissible
under Section 409A.


                                     -29-
<PAGE>

                                  ARTICLE 10
                              GENERAL PROVISIONS

SECTION 10.1 UNFUNDED STATUS. Nothing in the Plan shall create, or be
construed to create, a trust of any kind or fiduciary relationship between the
Company and the Participant, his or her designated Beneficiary, or any other
person. Any funds deferred under the provisions of the Plan shall be construed
for all purposes as a part of the general funds of the Company, and any right
to receive payments from the Company under the Plan shall be no greater than
the right of any unsecured general creditor. The Company may, but need not,
purchase any securities or instruments as a means of hedging its obligations
to any Participant under the Plan.

SECTION 10.2 NON-TRANSFERABLE. The right of any Participant, or other person,
to the payment of deferred compensation under the Plan shall not be assigned,
transferred, pledged or encumbered except by the laws of descent and
distribution.

SECTION 10.3 NO RIGHT TO CONTINUED EMPLOYMENT. Participation in the Plan shall
not be construed as conferring upon the Participant the right to continue in
the employ of the Company as an executive or in any other capacity. The
Company expressly reserves the right to dismiss any employee at any time
without liability for the effect such dismissal might have upon him or her
hereunder.

SECTION 10.4 PLAN BENEFITS NOT COMPENSATION UNDER EMPLOYEE BENEFIT PLANS. Any
deferred compensation payable under the Plan shall not be deemed salary or
other compensation to the Participant for the purpose of computing the
benefits under any plan or arrangement (including but not limited to any
"employee benefit plan" under ERISA) except as expressly provided in such plan
or arrangement.

SECTION 10.5 COMPLIANCE WITH SECTION 409A. The Plan is intended to comply with
Section 409A, and shall be interpreted, operated and administered consistent
with this intent. To the extent the terms of the Plan fail to qualify for
exemption from or to satisfy the requirements of Section 409A, the Plan may be
operated in compliance with Section 409A pending amendment to the extent
authorized by the Internal Revenue Service. In such circumstances, the Plan
will be administered in a manner which adheres as closely as possible to its
existing terms while complying with Section 409A.

SECTION 10.6      NO GUARANTEE OF TAX CONSEQUENCES.

     (a) The Company makes no representations or warranties and assumes no
responsibility as to the tax consequences to any Participant who enters into a
deferred compensation agreement with the Company pursuant to the Plan.
Further, payment by the Company to Participant (or to a Participant's
Beneficiary or Beneficiaries) in accordance with the terms of the Plan,
including any designation of Beneficiary on file with the Administrator at the
time of Participant's death, shall be binding on all interested parties and
persons, including Participant's heirs, executors, administrators and assigns,
and shall discharge the Company, its directors, officers and employees from
all claims, demands, actions or causes of action of every kind arising out of
or on account of Participant's participation in the Plan, known or unknown,
for himself or herself, his or her heirs, executors, administrators and
assigns.


                                     -30-
<PAGE>

     (b) No person connected with the Plan in any capacity, including, but not
limited to, the Company and its directors, officers, agents and employees,
makes any representation, commitment, or guarantee that any tax treatment,
including, but not limited to, Federal, state and local income, estate and
gift tax treatment, will be applicable to any amounts deferred under the Plan,
or paid to or for the benefit of a Participant or Beneficiary under the Plan,
or that such tax treatment will apply to or be available to a Participant or
Beneficiary on account of participation in the Plan.

     (c) Any agreement executed pursuant to the Plan shall be deemed to
include the above provision of this Section 10.6.

SECTION 10.7 LIMITATIONS ON LIABILITY. Neither the establishment of the Plan
nor any modification thereof, nor the creation of any account under the Plan,
nor the payment of any benefits under the Plan shall be construed as giving to
any Participant or other person any legal or equitable right against the
Company, or any officer or employer thereof except as provided by law or by
any Plan provision. No person (including the Company) in any way guarantees
any Participant's Account from loss or depreciation, whether caused by poor
investment performance of a deemed investment or the inability to realize upon
an investment due to an insolvency affecting an investment vehicle or any
other reason. In no event shall the Company or any successor, employee,
officer, director or stockholder of the Company, be liable to any person on
account of any claim arising by reason of the provisions of the Plan or of any
instrument or instruments implementing its provisions (except that the Company
shall make benefit payments in accordance with the terms of the Plan), or for
the failure of any Participant, Beneficiary or other person to be entitled to
any particular tax consequences with respect to the Plan, or any credit or
distribution hereunder.

SECTION 10.8 SEVERABILITY. If any provision of the Plan is held to be illegal
or void, such illegality or invalidity shall not affect the remaining
provisions of the Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provision had never been
inserted herein.

SECTION 10.9 CAPTIONS. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and
shall not be considered in the construction of the Plan.

SECTION 10.10 GOVERNING LAW. The Plan shall be construed in accordance with
and governed by the laws of the State of New York to the extent not superseded
by federal law, without reference to the principles of conflict of laws.


                                   * * * * *

                                     -31-
<PAGE>


                                  SCHEDULE A

                        DEFERRAL ACCOUNT SCHEDULE RATE


For each calendar year, the Schedule Rate used to determine the earnings
credited on a Participant's Deferral Accounts for such calendar year shall be
determined under the following metric, based on Amex's "ROE" for such calendar
year and its "ROE Target Range" for such calendar year:

<TABLE>
<CAPTION>
<S>                                          <C>
 ------------------------------------------- ------------------------------------------
 ------------------------------------------- ------------------------------------------
                Amex's ROE                                  Schedule Rate
 ------------------------------------------- ------------------------------------------
 ------------------------------------------- -----------------------------------------
           Below ROE Target Range                         Moody's A Rate
 ------------------------------------------- ------------------------------------------
          Within ROE Target Range                               9%
 ------------------------------------------- ------------------------------------------
           Above ROE Target Range                               11%
 ------------------------------------------- ------------------------------------------
</TABLE>


Amex's "ROE" for a calendar year means Amex's consolidated annual return on
equity for such calendar year, as reported by Amex, subject to adjustment for
significant accounting changes as determined by the Committee in its sole
discretion.

Amex's "ROE TARGET RANGE" for a calendar year means the ROE target range
announced by Amex and in effect on January 1st of such calendar year.

EXCEPT AS OTHERWISE PROVIDED BY SECTION 7.2(B)(II) OF THE PLAN, THE SCHEDULE
RATE UNDER THIS SCHEDULE A FOR ANY CALENDAR YEAR MAY BE CHANGED BY THE
COMMITTEE, PROSPECTIVELY OR RETROSPECTIVELY, IN ITS SOLE DISCRETION, WITHOUT
PRIOR NOTICE TO OR CONSENT OF PARTICIPANTS OR BENEFICIARIES.


                                     -32-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1 P RELEASE
<SEQUENCE>4
<FILENAME>exhibit99_1jan26.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.1

RELEASE        NEWS RELEASE        NEWS RELEASE         NEWS RELEASE        NEWS

[LOGO OF AMERICAN EXPRESS COMPANY]                   American Express Company
                                                     American Express Tower
                                                     World Financial Center
                                                     New York, N.Y. 10285-4805

                                           Contact:  Judy Tenzer
                                                     (212) 640-0555
                                                     judy.g.tenzer@aexp.com

FOR IMMEDIATE RELEASE


                    AMERICAN EXPRESS COMPANY ELECTS TWO NEW
                                 BOARD MEMBERS

NEW YORK, January 26, 2007 -- American Express today announced that Richard C.
Levin, President of Yale University and Ronald A. Williams, Chairman,
President and Chief Executive Officer of Aetna, Inc., have been elected to the
Board of Directors of American Express Company.

Kenneth I. Chenault, Chairman and Chief Executive Officer, American Express,
said: "We are fortunate to add such accomplished leaders from business and
academia to our board. Each has an outstanding record of accomplishment and
brings with him the kind of management experience and judgment that will be
valuable assets to our board and the Company."

Mr. Levin, 59, has been Yale's President since 1993. Previously, he chaired
the economics department and served as dean of Yale's Graduate School of Arts
and Sciences. Mr. Levin is a director of the William and Flora Hewlett
Foundation and Satmetrix.

Mr. Levin received his B.A. degree from Stanford University and studied
politics and philosophy at Oxford University where he earned a Bachelor of
Letters degree. He received his Ph.D. from Yale University and holds honorary
degrees from Harvard, Princeton, Oxford, and Peking universities.

Mr. Williams, (age), joined Aetna in 2001 as Executive Vice President and
Chief of Health Operations. He was named CEO and President in February 2006
and Chairman of the Board in October 2006. Mr. Williams is a trustee of The
Conference Board and the Connecticut Science Center Board. He serves on the
Massachusetts Institute of Technology Sloan School Dean's Advisory Council and
is a member of the Alfred P. Sloan Management Society. Mr. Williams is a
graduate of Roosevelt University and holds an M.S. degree in Management from
MIT's Sloan School of Management.

American Express Company (www.americanexpress.com) is a leading global
payments, network and travel company founded in 1850.


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