EXHIBIT 10.1

DESCRIPTION OF COMPENSATION PAYABLE TO NON-MANAGEMENT DIRECTORS

Upon the recommendation of the Nominating and Governance Committee of the Board of Directors of American Express Company, on January 24, 2005, the Board approved the payment of the following compensation to each non-management director of the Board in respect of his/her service on the Board:

o an annual retainer of $64,000; provided, however, that this amount shall be reduced by $16,000 if the Director does not attend at least 75% of the meetings of the Board and meetings of the committees on which the Director serves;

o 2,225 Share Equivalent Units (SEUs) to be awarded under the 2003 Share Equivalent Unit Plan for Directors upon the Director's election or reelection to the Board at the Annual Meeting of Shareholders;

o an annual retainer of $20,000 for the chair of the Audit Committee, $15,000 for the chair of the Compensation and Benefits Committee and $10,000 for the Directors who chair the other committees of the Board;

o an annual retainer of $5,000 for each member of the Audit Committee; and

o reimbursement of customary expenses for attending Board, committee and shareholder meetings.

Pursuant to the Company's Deferred Compensation Plan for Directors and Advisors, each non-management director may elect to defer receipt of 50% or 100% of the compensation payable to the Director for any given year. In accordance with the Director's instructions, amounts deferred are credited either to an account that has a crediting schedule based on the Company's return on equity (the "ROE-Based Option") or an account linked to the performance of the Company's common stock (the "Stock-Based Option"). Amounts deferred for which the Director has chosen the ROE-based Option are credited or debited with interest equivalents at a rate determined pursuant to a schedule established under the Company's Pay-for-Performance Deferral Program for senior management that is based on the reported annual return on equity of the Company. Amounts deferred for which the Director has chosen the Stock-Based Option are converted hypothetically into units equivalent to the shares of the Company's common stock ("SEUs"), determined by dividing the amount of deferred compensation in each calendar quarter by the average market price of the Company's common stock for the last ten trading days of the calendar quarter. Amounts deferred for which the Director has chosen the Stock-Based Option are also credited with dividend equivalents in the form of additional SEUs on any dividend payment date.

EXHIBIT 10.2

American Express Company (the "Company") maintains the American Express Company Pay-for-Performance Deferral Program for senior management as described below:

DESCRIPTION OF PAY-FOR-PERFORMANCE DEFERRAL PROGRAM

The Pay-for-Performance Deferral Program permits eligible participants to defer payment of their base salary, annual cash bonus or any payouts in respect of the Company's portfolio grant program pursuant to the Company's 1998 Incentive Compensation Plan, as amended; provided, however, that generally, the maximum total amount that a participant may defer into his or her deferral account from all sources under the deferral program in the annual election period (historically held in December) is one times base salary. The program annually credits interest equivalents to, or reduces the value of, deferred amounts according to a schedule based on the reported annual return on equity ("ROE") of the Company. The Compensation and Benefits Committee of the Board of Directors (the "Compensation Committee") of the Company may adjust the schedule, prospectively or retroactively, in its sole discretion without a participant's prior consent or notice. In November 2004, the Committee set the overall schedule of rates at which interest equivalents are credited to deferred amounts, such that the rates for amounts deferred beginning in 2005 range from 0% (if the Company's ROE for a given year is 1%) to a maximum of 14% (if the Company's ROE for a given year is 25% or more). Deferred balances are reduced in value if the annual ROE is zero or less for a given year.

If a participant elects to defer any compensation under the Pay-for-Performance Deferral Program, he or she must defer such compensation for at least five years. In the event a participant's employment by the Company or any of its subsidiaries terminates prior to the end of the minimum five-year deferral period for any reason other than retirement, disability or death, then the participant's account is paid out in a lump sum with interest equivalents credited or debited for the entire period of deferral at the lesser of (i) the initial deferred amount credited or debited annually at the ROE-based rate described above or (ii) the initial deferred amount credited annually with the rate of return on the applicable five-year U.S. Treasury note. In the event a participant's employment by the Company or any of its subsidiaries terminates on or after the end of the minimum five-year deferral period for any reason other than retirement, disability or death, then the participant's account is paid out in a lump sum with interest equivalents credited or debited annually using the ROE-based rate described above.

The Committee may delay payments under the program until they are fully deductible under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended.

EXHIBIT 10.3

AMERICAN EXPRESS COMPANY
AMERICAN EXPRESS BANK LTD.

DEFERRED COMPENSATION PLAN FOR DIRECTORS AND ADVISORS
(As amended effective July 28, 2003)

SECTION 1. EFFECTIVE DATE

The effective date of the Plan is October 1, 1977, except as otherwise provided therein.

SECTION 2. ELIGIBILITY

Any Director or Advisor to the Board of American Express Company (the "Company") or Director of American Express Bank Ltd. ("AEB") (hereinafter "Directors") who is not an officer or employee of the Company, AEB or a subsidiary thereof is eligible to participate in the Plan.

SECTION 3. AMOUNT AND TERM OF DEFERRAL

A Director may elect to defer the receipt of either 50% or 100% of the compensation payable to the Director for serving on the Board of Directors of the Company or AEB, as well as service on Committees of those Boards. The term of deferral shall be the calendar year from January 1 to December 31.

(a)             ROE-Based Option

                Amounts deferred for which the Director has chosen the
                ROE-Based Option shall be credited or debited with interest
                equivalents at a rate equal to the ROE Formula Rate under the
                Company's Pay-for-Performance Deferral Program.

                As promptly as practicable each year after the Compensation
                and Benefits Committee determines the ROE Formula Rate with
                respect to the prior year, the amounts held in the account
                under the ROE-Based Option on December 31 of the prior year
                shall be credited or debited at the ROE Formula Rate as
                follows: Amounts that have been held in the account for the
                entire prior year will be credited or debited by an annual
                percentage rate equal to the ROE Formula Rate. Amounts that
                were deferred during the prior year will be credited or
                debited at a proration of the annual ROE Formula Rate based on
                the number of days during the prior year they were held in the
                account (e.g., the number of days actually held divided by
                366).

                                     -1-

         (b)    Share Equivalent Option

                Amounts deferred for which the Director has chosen the Share
                Equivalent Option will be converted hypothetically into units
                equivalent to the shares of the Company's Common Stock ("Share
                Equivalent Units or SEUs"), determined by dividing the amount
                of deferred compensation in each calendar quarter by the
                average market price of the Common Shares for the last fifteen
                (15) trading days of such calendar quarter. On any dividend
                payment date for the Common Shares, dividend equivalents in
                the form of additional SEUs will be credited to the Director's
                account equal to (i) the per-share cash dividend divided by
                the average market price of the Common Shares on the payment
                date, multiplied by (ii) the number of such units credited to
                such account on the payment date.

                (b)(i) Stock Splits

                In the event of any change in the outstanding Common Shares of
                the Company by reasons of any stock split, stock dividend,
                split up, split-off, spin-off, recapitalization, merger,
                consolidation, rights offering, reorganization, combination or
                exchange of shares, a sale by the company of all or part of
                its assets, any distribution to the shareholders other than a
                normal cash dividend, or other extraordinary or unusual event,
                the number of SEUs credited to a Director's account shall be
                automatically adjusted on the same basis so that the
                proportionate interest of the Director under the Plan shall be
                maintained as before the occurrence of such event.

                (b)(ii) Valuing SEUs Payable to Directors

                SEUs shall be payable to a Director as of December 31 of the
                year in which Board service terminates or the year in which
                the director has elected to receive a payment. The SEUs will
                be valued for payment by multiplying the applicable number of
                units by the average of the average market price of a Common
                Share as reported on the New York Stock Exchange Composite
                Transactions Tape for the fifteen (15) trading days
                immediately preceding December 31.

                The average market price on any valuation date under the Plan
                shall be the average of the highest and lowest sales prices of
                the stock as reported on the New York Stock Exchange Composite
                Transactions Tape.

SECTION 5. TIME OF ELECTION; TRANSFER OF BALANCES

A Director who is newly elected shall make his or her election to participate in the Plan within 60 days of his or her initial election. Thereafter, if a director wishes to change his or her election, they should do so not later than December 31 for compensation to be paid in the next year.

Directors who participate in the Plan may also elect, between December 1 and December 31 of each year, to transfer existing balances between the ROE based account and the SEU account. Such transfers shall occur as of December 31 and must involve the entire balance; partial account balance transfers are not permitted. In the event of a balance transfer, the SEU's will be valued at the 15 trading day average price immediately prior to December 31.

SECTION 6. FORM OF DISTRIBUTION OF ACCOUNT BALANCE

A Director may elect to receive amounts accumulated in his or her account under the Plan in cash in either (a) a lump sum or (b) a number of annual installments (not to exceed 10) as specified by the Director. Regardless of the election that a Director may make, he or she must begin to receive distributions not earlier than his or her termination of service as a director and not later than the tenth anniversary or termination of such service. In the absence of a valid election, the balances that have accumulated in a Director's account will be distributed as promptly as administratively practicable following such Director's termination of service as a director.

Distributions will be paid within the first 60 days of the year, based on the account balance as of December 31 of the prior year.

If the Director elects to receive installment payments, each installment will be paid proportionally, based on the number of remaining installment payments and the number of remaining balance(s) accumulated in the Director's account, including related accrued dividends.

SECTION 7. DEATH PRIOR TO RECEIPT

In the event that a Director dies prior to receipt of any or all of the amounts payable to him or her pursuant to the Plan, any amounts that are then credited to the Director's account shall be paid to the legal representatives of the Director's estate in a lump sum within sixty (60) days following the Company's receipt of notification of the Director's death.

SECTION 8. DIRECTOR'S RIGHTS UNSECURED

The right of any Director to receive future payments under the provisions of the Plan shall be an unsecured, contractual claim against the general assets of the Company. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any segregation of assets the payment of any amounts under the Plan.

Participants may not sell, transfer, assign, pledge, levy, attach, encumber or alienate any amounts payable under the Plan.

SECTION 9. STATEMENT OF ACCOUNT

A statement of account will be sent to each Director not later than sixty (60) days after the close of each calendar quarter, which will confirm the Director's account balance(s) as of the end of the preceding quarter.

SECTION 10. AMENDMENT

The Plan may be amended at any time and from time to time by the Board of Directors of the Company' provided, however, that the Board may not adopt any amendment that would materially and adversely affect any right or benefit to any Director with respect to any SEUs theretofore credited without such Director's written consent.

EXHIBIT 10.4

[LOGO OF AMERICAN EXPRESS COMPANY]

AMERICAN EXPRESS COMPANY
1989 LONG-TERM INCENTIVE PLAN
MASTER AGREEMENT
DATED FEBRUARY 27, 1995

Nonqualified Stock Options, Restricted Stock Awards, UK Stock Options and Letter of Intent Awards ("Awards") are issued pursuant to the 1989 Long-Term Incentive Plan, as amended (the "Plan") of American Express Company (the "Company") at the discretion and subject to the administration of the Compensation and Benefits Committee, or its successor (the "Committee") of the Board of Directors of the Company (the "Board"). Awards issued on or after February 27, 1995 shall contain the general terms set forth in the applicable provisions of this Master Agreement. The specific terms of individual Awards will be contained in the Award Schedule(s) delivered to participants in the Plan (the "Participants"). All Awards shall be subject to the Plan, the Plan being incorporated into this Master Agreement by reference and made a part hereof.

Section I

MASTER AGREEMENT PROVISIONS RELATING TO
A GRANT OF NONQUALIFIED STOCK OPTION
(WITH STOCK APPRECIATION RIGHT)

1. Sections I and V of this Master Agreement, together with an Award Schedule referring to Section I of this Master Agreement, shall contain the terms of a specific Nonqualified Stock Option ("Option") issued to a Participant. Each Award Schedule shall specify the number of common shares of the Company subject to the Option, the date of Option Grant, the Option Exercise Date(s), the Option Exercise Price and any additional terms applicable to the Option. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and/or may delete terms contained in this Master Agreement.

2. Subject to the provisions of this Agreement and the applicable provisions of the Plan, a Participant may exercise this Option as follows:

(a) Unless otherwise determined by the Committee, no part of this Option may be exercised before the first Option Exercise Date listed in the Award Schedule or after the expiration of ten years from the Date of Grant set forth above;

(b) At any time or times on or after the first Option Exercise Date listed in the Award Schedule, a Participant may exercise this Option as to any number of shares which, when added to the number of shares as to which a Participant has theretofore exercised this Option, if any, will not exceed one-third (33 1/3 %) of the total number of shares covered hereby;

(c) At any time or times on or after the second Option Exercise Date listed in the Award Schedule, a Participant may exercise this Option as to any number of shares which, when added to the number of shares as to which a Participant has theretofore exercised this Option, if any, will not exceed two-thirds (66 2/3 %) of the total number of shares covered hereby; and

(d) At any time or times on or after the third Option Exercise Date listed in the Award Schedule and thereafter through the tenth year after the Date of Grant hereof, a Participant may exercise this Option as to any number of shares which, when added to the number of shares as to which the Participant has theretofore exercised this Option, if any, will not exceed the total number of shares covered hereby.

This Option may not be exercised for a fraction of a common share of the Company.

3. A Participant may not exercise this Option and the stock appreciation right included herein, as applicable, unless all of the following conditions are met:

(a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of shares upon exercise will be in compliance with the Securities Act of 1933, as amended, and applicable United States federal, state, local and foreign laws;

(b) The Participant must pay at the time of exercise the full purchase price for the shares being acquired hereunder, by (i) paying in cash in United States dollars (which may be in the form of a check or promissory note, if permissible under Paragraph 8 below), (ii) tendering common shares owned by the Participant which have a fair market value equal to the full purchase price for the shares being acquired, such fair market value to be determined in such reasonable manner as may be provided from time to time by the Committee or as may be required in order to comply with the requirements of any applicable laws or regulations, or (iii) tendering a combination of the forms of payment provided for in Subparagraphs 3(b)(i) and 3(b)(ii) above; and

(c) The Participant must, at all times during the period beginning with the Date of Grant of this option and ending on the date of such exercise, have been employed by the Company or an Affiliate (as defined in the Plan) or have been engaged in a period of Related Employment (as defined in the Plan), except that if the Participant ceases to be so employed or terminates a period of Related Employment by reason of the Participant's disability or retirement (as such terms are defined in the Plan and interpreted and administered by the Committee) while holding this Option which has not expired and has not been fully exercised, the Participant may, any time within three years of the date of the onset of such disability or retirement (but in no event after the expiration of this Option under Paragraph 2(a) above with respect to ten years from the Date of Grant or expiration under Paragraph 4 below with respect to one year after the date of death), exercise this option with respect to the number of shares, after giving full effect to the gradual vesting provisions of Paragraph 2 above, as to which the Participant could have exercised the option on the date of the onset of such disability or retirement, or with respect to such greater number of shares as determined by the Committee in its sole discretion, and any remaining portion of this Option shall be cancelled by the Company. In the event the Participant's employment by the Company and its Affiliates or Related Employment terminates for reasons other than disability or retirement as described in this Subparagraph 3(c) or death as described in Paragraph 4 below, this Option shall be cancelled by the Company.

4. Except as otherwise determined by the Committee, a Participant may not assign, transfer, pledge, hypothecate or otherwise dispose of this Option (and the stock appreciation right included herein), except by will or the laws of descent and distribution, and this Option is exercisable during the Participant's lifetime only by the Participant. If the Participant or anyone claiming under or through the Participant attempts to violate this Paragraph 4, such attempted violation shall be null and void and without effect, and the Company's obligation to make any further payments (stock or cash) hereunder shall terminate. If at the time of the Participant's death this Option has not been fully exercised, the Participant's estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of the Participant's death may, at any time within one year after the date of the Participant's death (but in no event after the expiration of this option under Paragraph 2(a) above with respect to ten years from the Date of Grant or Paragraph 3(c) above with respect to three years from the onset of disability or retirement), exercise this option with respect to the number of shares, after giving full effect to the gradual vesting provisions of Paragraph 2 above, as to which the Participant could have exercised this Option at the time of the Participant's death, or with respect to such greater number of shares as determined by the Committee in its sole discretion. The applicable requirements of Paragraph 3 above must be satisfied at the time of such exercise.

5. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event occurring after the Date of Grant specified in the Award Schedule and prior to its exercise in full, the number and kind of shares for which this Option may then be exercised and the Option Exercise Price per share may or may not be adjusted so as to reflect such change, all as determined by the Committee in its sole discretion. In the event that the Company or any of its Affiliates is a participant in a corporate merger, consolidation or other similar transaction, neither the Company nor such Affiliate shall be obligated to cause any other participant in such transaction to assume this Option or to substitute a new option for this Option.

6. (a) Subject to the conditions specified in Subparagraph 6(b) below, within such time or times as the option shall be exercisable in whole or in part and to the extent that it shall then be exercisable in accordance with Paragraph 2 above, the Participant (or any person acting under Paragraph 4 above) may surrender unexercised the Option or any portion thereof which is then exercisable to the Company and receive from the Company in exchange therefor that number of common shares of the Company having an aggregate value equal to 100% of the excess of the value of one share over the Option Exercise Price per share heretofore specified times the lesser of (i) the number of shares as to which the Option then is exercisable or (ii) the number of shares as to which the Option is surrendered to the Company. This right to surrender unexercised the Option or any portion thereof which is then exercisable is referred to herein as a "stock appreciation right." No fractional shares shall be delivered, but in lieu thereof a cash adjustment shall be made.

(b) The stock appreciation right may be exercised only if, and to the extent that,

(i) the Option is at the time exercisable, and

(ii) on the date of exercise (1) the Option will, in accordance with Subparagraph 2(a) above, expire within 30 days (or within 90 days if the Participant is at that time an Insider, as hereinafter defined), or (2) by reason of the Participant's disability or retirement (as defined in the Plan), the Participant has ceased to be an employee of the Company or an Affiliate thereof or terminated a period of Related Employment, or (3) the Participant has died.

Notwithstanding Subparagraph 6(b)(ii) above but subject to the conditions of Subparagraph 6(b)(i) above, if the Participant is on the date of exercise an officer of the Company who is required to file reports pursuant to Section l6(a) of the Securities Exchange Act of 1934, as amended (an "Insider"), the stock appreciation right may, subject to the approval of the Committee, be exercised (but only with respect to a maximum of 50 % of the shares subject to the option granted hereunder), on or after the third Option Exercise Date listed in the Award Schedule, at any time during the period beginning on the third business day after, and ending on the twelfth business day after, the date on which the Company makes publicly available quarterly or annual summary statements of sales and earnings; such period of exercise may be further limited to the extent, if any, determined by the Committee as necessary or desirable to comply with applicable provisions of United States federal, state, local or foreign law or regulation.

(c) The Committee may elect from time to time in its sole discretion to settle the obligation arising out of the exercise of the stock appreciation right, by the payment of cash equal to the aggregate value of the common shares it otherwise would be obligated to deliver or partly by the payment of cash and partly by the delivery of common shares.

(d) For all purposes under this Paragraph 6, the value of a common share of the Company shall be the fair market value thereof, as determined by the Committee, on the last business day preceding the date of the election to exercise the stock appreciation right, provided that if notice of such election is received by the Committee more than three business days after the date of such election (as such date of election is stated in the notice of election), the Committee may, but need not, determine the value of a common share as of the day preceding the date on which the notice of election is received, and provided, further, that as to Insiders, in no event will such valuation date be outside the ten-day period referred to in Subparagraph 6(b) above.

7. It shall be a condition to the obligation of the Company to furnish common shares upon exercise of an Option or settlement of a stock appreciation right by delivery of common shares and/or cash (a) that the Participant (or any person acting under Paragraph 4 above) pay to the Company or its designee, upon its demand, in accordance with Paragraph 18(f) of the Plan, such amount as may be demanded for the purpose of satisfying its obligation or the obligation of any of its Affiliates or other person to withhold United States federal, state, local or foreign income, employment or other taxes incurred by reason of the exercise of the Option or the settlement of the stock appreciation right or the transfer of shares thereupon, (b) whether the settlement of the stock appreciation right is to be made by delivery of common shares or by the payment of cash, that the Participant (or any person acting under Paragraph 4 above) execute such forms as the Committee shall prescribe for the purpose of evidencing the surrender of the Option in whole or in part, as the case may be, and (c) that the Participant (or any person acting under paragraph 4 above) provide the Company with any forms, documents or other information reasonably required by the Company in connection with the grant. The Company shall have the right to deduct or cause to be deducted from any payment made in settlement of a stock appreciation right any United States federal, state, local or foreign income, employment or other taxes that it determines are required by law to be withheld with respect to such payment. If the amount requested for the purpose of satisfying the withholding obligation is not paid, the Company may refuse to furnish common shares upon exercise of the Option or common shares and/or cash upon settlement of the stock appreciation right.

8. In accordance with the provisions of the Plan, if the Participant is or becomes a member of senior management and meets the eligibility requirements on the date of the Option exercise, as defined by the Committee, upon request, the Company will assist the Participant in obtaining financing from the Company or one of its Affiliates, or from a bank or other third party, in such amount as is required to permit the exercise of this Option and/or the payment of any taxes required to be withheld by the Company in respect thereof.

Section II

MASTER AGREEMENT PROVISIONS RELATING TO
AWARDS OF RESTRICTED STOCK

Sections II and V of this Master Agreement, together with an Award Schedule referring to Section II of this Master Agreement, shall contain the terms of a specific Restricted Stock Award ("RSA") issued to a Participant. Each Award Schedule shall specify: the number of common shares of the Company awarded, the date of the Award, the Expiration Date (as defined below) and any additional terms applicable to the Award. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and/or may delete terms contained in this Master Agreement.

1. An RSA consists of the number of common shares of the Company having a par value of $.60 per share (the "common shares") specified in an Award Schedule and is subject to the provisions of the Plan. In addition, the following terms, conditions and restrictions apply to RSAs issued under the Plan:

(a) Except as otherwise determined by the Committee, such common shares cannot be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (except that Participants may designate a beneficiary as provided herein, on or before the expiration date specified in an Award Schedule (the "Expiration Date") and prior to the subsequent issuance to a Participant (or, in the event of a Participant's death, the Participant's designated beneficiary) of a certificate for such common shares free of any legend relating to the terms, conditions and restrictions provided for in this Master Agreement. If a Participant or anyone claiming under or through such Participant attempts to violate this Subparagraph 1(a), such attempted violation shall be null and void and without effect, and the Company's obligation to make any further payments or deliveries (in stock or cash) hereunder shall terminate.

(b) An RSA shall be evidenced by a share certificate or an uncertificated book entry memo position maintained by the Company's transfer agent and registrar.

(c) If (i) a Participant's continuous employment with the Company and its Affiliates (as defined in the Plan) shall terminate for any reason on or before the Expiration Date, except for a period of Related Employment (as defined in the Plan), and except as provided in Subparagraph 1(d) below or (ii) within the period following the Expiration Date as determined by the Committee, a Participant (or such Participant's designated beneficiary) has not paid to the Company or such Affiliate or other person an amount equal to any United States federal, state, local or foreign income, employment or other taxes which the Company determines is required to be withheld in respect of such shares, or fails to provide such information as is described in Paragraph 3 below, then, unless the Committee determines otherwise, the Participant's RSA or portion thereof shall be automatically terminated, cancelled, and rendered null and void as of the Expiration Date without any action on the part of the Company, and the Company shall be deemed to have exercised its repurchase option without the requirement of any payment, and shall be entitled to the return from such Participant (or the Participant's designated beneficiary or the Secretary of the Company) of any share certificate(s) issued in respect of the Award or the cancellation of any book entry memo position maintained by the Company's transfer agent and registrar with respect to a Participant's RSA.

(d) On or before the Expiration Date, the Committee shall have the authority, in its sole discretion, to determine whether and to what extent, the termination provisions of Subparagraph l(c) shall cease to be effective with respect to a Participant's Award in the following situations:

(i) a Participant shall die or have a termination of employment or Related Employment by reason of disability or retirement (as such terms are defined in the Plan and interpreted and administered by the Committee); or

(ii) in such circumstances as the Committee, in its sole discretion, shall deem appropriate if, since the Award Date, a Participant has been in the continuous employment of the Company or an Affiliate or has undertaken Related Employment.

(e) The share certificate, if any, issued in respect of a RSA shall be held in escrow by the Secretary of the Company during the period up to and including the date determined by the Committee pursuant to Paragraph 1(c) above, unless otherwise determined by the Committee.

2. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event, or in the event a Participant (or the Participant's designated beneficiary) receives any shares, securities or other property in respect of the common shares which have been awarded to a participant (including, but not limited to, by way of a dividend or other distribution on such common shares), any such shares, securities or other property received by a participant (or a Participant's designated beneficiary) in respect of the common shares awarded to such Participant shall be subject to the Company's right to receive or cancel such shares, securities or other property from such Participant (or such Participant's designated beneficiary) as provided in Subparagraph l(c) above and the other terms, conditions and restrictions specified herein to the extent that, and in such manner as, the Committee shall determine, and if the Committee shall determine, in its sole discretion, that such a change equitably requires an adjustment in the terms of this Award, such adjustment may be made by the Committee. Any such determination by the Committee under this Paragraph 2 shall be final, binding and conclusive.

3. If the Company, in its sole discretion, shall determine that the Company or an Affiliate or other person has incurred or will incur any obligation to withhold any United States federal, state, local or foreign income, employment or other taxes by reason of making of the Award to a Participant, the transfer of common shares to a Participant (or the Participant's designated beneficiary) pursuant thereto or the lapse or release of the termination provisions contained in Subparagraph l(c) above with respect to a Participant's Award or any other restrictions upon such shares, such Participant (or such Participant's designated beneficiary will, promptly upon demand therefor by the Company, pay to the Company or such Affiliate or other person any amount demanded by it for the purpose of satisfying such liability. If the amount so demanded is not promptly paid or if such Participant (or such Participant's designated beneficiary) shall fail to promptly provide the Company with any and all forms, documents or other information reasonably required by the Company in connection with the Award, the Company or its designee may refuse to permit the transfer of such shares and may, without further consent by or notice to such Participant (or such Participant's designated beneficiary), cancel the Award and the shares otherwise issuable under the Award.

Section III

MASTER AGREEMENT PROVISIONS RELATING TO
A GRANT OF A STOCK OPTION UNDER
THE 1989 UK STOCK OPTION SCHEME
(and not qualifying as an incentive stock UK Option)

1. Sections III and V of this Master Agreement, together with an Award Schedule referring to Section III of this Master Agreement, and applicable provisions of the 1989 UK Stock Option Scheme (the "Scheme"), shall contain all the terms of a specific UK Stock Option ("UK Option(s) ") issued to a Participant. Each Award Schedule shall specify: the number of common shares of the company subject to the option, the date of option grant, the option exercise date(s), the option exercise price and any additional terms applicable to the option. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and or may delete terms contained in this Master Agreement.

2. Subject to the provisions of this Agreement and the applicable provisions of the Plan, a Participant may exercise this UK Option as follows:

(a) Unless otherwise determined by the Committee no part of this UK Option may be exercised before the first Option Exercise Date listed in the Award Schedule or after the expiration of ten years from the Date of Grant set forth above;

(b) At any time or times on or after the first Option Exercise Date listed in the Award Schedule, a Participant may exercise this UK Option as to any number of shares which, when added to the number of shares as to which a Participant has theretofore exercised this UK Option, if any, will not exceed one-third (33 1/3 %) of the total number of shares covered hereby;

(c) At any time or times on or after the second Option Exercise Date listed above, a Participant may exercise this UK Option as to any number of shares which, when added to the number of shares as to which a Participant has theretofore exercised this UK Option, if any, will not exceed two-thirds (66 2/3 %) of the total number of shares covered hereby; and

(d) At any time or times after the third Option Exercise Date listed above and thereafter through the tenth year after the Date of Grant hereof, a Participant may exercise this UK Option as to any number of shares which, when added to the number of shares as to which a Participant has theretofore exercised this UK Option, if any, will not exceed the total number of shares covered hereby.

This UK Option may not be exercised for a fraction of a common share of the Company.

(Section III, 3. omitted)

4. This UK Option may not be exercised by a Participant unless all of the following conditions are met:

(a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of shares upon exercise will be in compliance with the Securities Act of 1933, as amended, and applicable United States federal, state, local and foreign laws;

(b) The Participant must pay at the time of exercise the full subscription price for the shares being acquired hereunder, by paying in cash in United States dollars (which may be in the form of a check or promissory note, if permissible under Paragraph 8 below); and

(c) The Participant must, at all times during the period beginning with the Date of Grant of this UK Option specified above and ending on the date of such exercise, have been employed by the Company or an Affiliate (as defined in the Scheme) or have been engaged in a period of Related Employment (as defined in the Scheme), except that if a Participant ceases to be so employed or terminates a period of Related Employment by reason of a Participant's disability or retirement (as such terms are defined in the Scheme and interpreted and administered by the Committee) while holding this UK Option which has not expired and has not been fully exercised, a Participant may, at any time within three years of the date of the onset of such disability or retirement (but in no event after the expiration of this UK Option under Paragraph 2(a) above with respect to ten years from the Date of Grant or expiration under Paragraph 5 below with respect to one year after the date of death), exercise this UK Option with respect to the number of shares, after giving full effect to the gradual vesting provisions of Paragraph 2 above, as to which a Participant could have exercised the UK Option on the date of the onset of such disability or retirement, or with respect to such number of shares adjusted pursuant to Clause 8 of the Scheme, and any remaining portion of this UK Option shall be cancelled by the Company. In the event a Participant's employment by the Company and its Affiliates or a Participant's Related Employment terminates for reasons other than disability or retirement as described in this Subparagraph 4(c) or death as described in Paragraph 5 below, this UK Option shall be cancelled by the Company.

5. A Participant may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of this UK Option, except by will or the laws of descent and distribution and is exercisable during the Participant's lifetime only by a Participant. If a Participant or anyone claiming under or through a Participant attempts to violate this Paragraph 5, such attempted violation shall be null and void and without effect, and the Company's obligation to make any further payments hereunder shall terminate. If at the time of the Participant's death this UK Option has not been fully exercised, the Participant's estate or any person who acquires the right to exercise this UK Option by bequest or inheritance or by reason of the Participant's death may at any time within one year after the date of the Participant's death (but in no event after the expiration of this UK Option under Paragraph 2(a) above with respect to ten years from the Date of Grant or expiration under Paragraph 4(c) above with respect to three years), exercise this UK Option with respect to the number of shares, after giving full effect to the gradual vesting provisions of Paragraph 2 above, as to which a Participant could have exercised this UK Option at the time of the Participant's death, or such number of shares adjusted pursuant to Clause 8 of the Scheme, and any remaining portion of this UK Option shall be cancelled by the Company. The applicable requirements of Paragraph 4 above must be satisfied at the time of such exercise.

6. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend or other extraordinary or unusual event occurring after the Date of Grant specified above and prior to its exercise in full, the number and kind of shares for which this UK Option may then be exercised and the subscription price per share may or may not be adjusted so as to reflect such change, all as determined by the Committee in its sole discretion subject to the prior approval of the Inland Revenue in writing. In the event that the Company or any of its Affiliates is a participant in a corporate merger, consolidation or other similar transaction, neither the Company nor such Affiliate shall be obligated to cause any other participant in such transaction to assume this UK Option or to substitute a new UK Option for this UK Option.

7. It shall be a condition to the obligation of the Company to furnish common shares upon exercise of a UK Option (a) that a Participant (or any person acting under Paragraph 5 above) pay to the Company or its designee, upon its demand, in accordance with Clause 5(b) of the Scheme, such amount as may be demanded for the purpose of satisfying its obligation or the obligation of any of its Affiliates or other person to withhold United Kingdom taxes, United States federal, state, local or foreign income, employment or other taxes incurred by reason of the exercise of this UK Option or the transfer of shares thereupon and (b) that a Participant (or any person acting under Paragraph 5 above) provide the Company with any forms, documents or other information reasonably required by the Company in connection with the grant. If the amount requested for the purpose of satisfying the withholding obligation is not paid, the Company may refuse to furnish common shares upon exercise of this UK Option.

8. In accordance with the provisions of the Scheme, if a Participant is or becomes a member of senior management and meets the eligibility requirements on the date of the UK Option exercise, as defined by the Committee, upon a Participant's request, the Company will assist a Participant in obtaining financing from the Company or one of its Affiliates or from a bank or other third party, in such amount as is required to permit the exercise of this UK Option and/or the payment of any taxes required to be withheld by the Company in respect thereof.

9. It is hereby certified that this instrument falls within category L in the Schedule to the Stamp Duty (Exempt Instruments) Regulations 1987.

10. The terms of this UK Option are subject to the terms of the Scheme, which provides that the Committee may at any time alter or add to the terms of any UK Option granted under the Scheme, and if such an alteration or amendment is made at a time when the Scheme is approved by the Inland Revenue under Schedule 9 to the Taxes Act 1988, the approval will not thereafter have effect unless the Inland Revenue has approved the alteration or addition; provided that no alteration or addition to the terms of any UK Option granted under the Scheme (other than one which causes the Scheme to cease to hold Inland Revenue approval under Schedule 9) shall adversely affect in a material manner any right of a Participant with respect to any UK Option granted hereunder without a Participant's written consent, unless the Committee determines in its sole discretion that there have occurred or are about to occur significant changes in a Participant's position, duties or responsibilities, or significant changes in economic, legislative, regulatory, tax, accounting or cost/benefit conditions which are determined by the Committee in its sole discretion to have or to be expected to have a substantial effect on the performance of the Company, or any subsidiary, Affiliate, division or department thereof, on the Plan, the Scheme or on this UK Option. The Committee reserves the right to make amendments which will result in the Inland Revenue approval not having effect if it in its sole discretion considers that this is in the interests of the Company or any of its Affiliates.

Section IV

MASTER AGREEMENT PROVISIONS
RELATING TO AWARDS OF A
LETTER OF INTENT

Dated February 27, 1995

Sections IV and V of this Master Agreement, together with an Award Schedule referring to Section IV of this Master Agreement, shall contain the terms of a specific Letter of Intent ("LOI") issued to a Participant. Each Award Schedule shall specify: the number of common shares of the Company to be awarded, the date of the Award (the "LOI Date"), the Expiration Date (as defined below) and any additional terms applicable to the Award. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and/or may delete terms contained in this Master Agreement.

1. Subject to the provisions of the Plan and the following terms, conditions and restrictions herein set forth, the Company will issue to a Participant a certificate for the number of common shares of the Company having a par value of $.60 per share (the "common shares") specified in an Award Schedule as promptly as practicable after the last day of a period of four years from the LOI Date (the "Restricted Period"):

(a) Except as otherwise determined by the Committee, rights under a LOI may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, on or before the last day of the Restricted Period and prior to the subsequent issuance to a Participant (or, in the event of a Participant's death, the Participant's designated beneficiary) of a certificate for such common shares free of any legend relating to the terms, conditions and restrictions provided for in this Master Agreement. If a Participant or anyone claiming under or through a Participant attempts to violate this Subparagraph l(a), such attempted violation shall be null and void and without effect, and the Company's obligations hereunder shall terminate.

(b) If (i) a Participant's continuous employment with the Company and its Affiliates (as defined in the Plan) shall terminate for any reason on or before the last day of the Restricted Period, except for a period of Related Employment (as defined in the Plan), and except as provided in Subparagraph l(c) below or (ii) within the period following the last day of the Restricted Period as determined by the Committee, a Participant (or such Participant's designated beneficiary) has not paid to the Company or such Affiliate or other person an amount equal to any United States federal, state, local or foreign income, employment or other taxes which the Company determines is required to be withheld in respect of such shares, or fails to provide such information as is described in Paragraph 3 below, then, unless the Committee determines otherwise, the Participant's LOI or portion thereof shall be automatically terminated, cancelled, and rendered null and void as of the last day of the Restricted Period without any action on the part of the Company.

(c) If a Participant shall, on or before the last day of the Restricted Period, die or have a termination of employment or Related Employment by reason of disability or retirement (as such terms are defined in the Plan and interpreted and administered by the Committee), or by reason of such other circumstances as the Committee, in its sole discretion, shall deem appropriate, after a Participant have been, since the LOI Date, in the continuous employment of the Company or an Affiliate or have undertaken Related Employment, the Committee, in its sole discretion, shall determine whether and to what extent, if any, the Company's right as specified in Subparagraph 1(b) above (and in any and all other terms, conditions and restrictions imposed hereby) shall lapse and cease to be effective. The Company's right specified in Subparagraph 1(b) above shall be exercisable at such time as to the remaining shares, if any.

(d) From time to time during the Restricted Period, the Company shall pay to a Participant an amount of cash equal to the regular quarterly cash dividend paid by the Company on a number of common shares of the Company equal to the number of common shares remaining to be issued to a Participant hereunder less any applicable United States federal, state, local or foreign income, employment or other taxes that the Company determines are required to be withheld therefrom. The Company's obligation to make such payment shall cease with respect to any common shares at such time as the Company's right becomes exercisable with respect thereto pursuant to Subparagraph 1(b) or 1(c) above.

2. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event occurring after the LOI Date and on or before the last day of the Restricted Period and prior to the issuance of a share certificate to a Participant, the terms of this LOI may be adjusted in such manner, if any, as the Committee in its sole discretion determines is equitably required, and any such determination by the Committee shall be final, binding and conclusive.

3. If the Company, in its sole discretion, shall determine that the Company or an Affiliate or other person has incurred or will incur any obligation to withhold any United States federal, state, local or foreign income, employment or other taxes by reason of the issuance or operation of this LOI, a Participant (or, in the event of a Participant's death, the legal representatives of a Participant's estate) will, promptly upon demand therefor by the Company, pay to the Company or such Affiliate or other person, in accordance with Subparagraph 18(f) of the Plan, any amount demanded by it for the purpose of satisfying such obligation. If the amount so demanded is not promptly paid or if a Participant (or, in the event of a Participant's death, the legal representatives of a Participant's estate) shall fail to promptly provide the Company with any and all forms, documents or other information reasonably required by the Company in connection with this LOI, the Company or its designee may refuse to permit the transfer of any common shares and the distribution of any proceeds and may, without further consent by or notice to a Participant (or, in the event of a Participant's death, the legal representatives of a Participant's estate) cancel its agreement to issue to a Participant any common shares and cancel any shares otherwise issuable hereunder.

Section V

MASTER AGREEMENT COMMON PROVISIONS RELATING TO MORE THAN ONE FORM OF AWARD

1. Notwithstanding anything in this Agreement to the contrary (except for the provision dealing with a limitation under Section 280G of the Internal Revenue Code of 1986, as amended), upon a Change in Control (as defined below), the awardholder shall immediately be:

(a) with respect to any Option or UK Option issued pursuant to the Option or UK Option provisions of this Agreement, 100 % vested in the total number of shares covered thereby such that they shall be fully exercisable;

(b) with respect to any RSA issued pursuant to the RSA provisions of this Agreement, 100% vested in the total number of shares covered thereby such that they shall no longer be subject to any transfer restrictions imposed by this Agreement; and

(c) with respect to any LOI issued pursuant to the LOI provisions of this Agreement, entitled to receive the total number of shares covered thereby such that they shall no longer be subject to any restrictions on issuance imposed by this Agreement.

The Committee may not amend or delete this section of this Agreement in a manner that is detrimental to the awardholder, without his written consent.

2. A "Change in Control" means the happening of any of the following:

(a) Any individual, entity or group (a "Person") (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25 % or more of either (i) the then outstanding common shares of the Company (the "Outstanding Company Common Shares") or (ii) the combined voting power of the then outstanding voting securities of the Company 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: (i) any acquisition directly from the Company, (ii) any acquisition by the Company or any corporation, partnership, trust or other entity controlled by the Company (a "Subsidiary"), (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary or (iv) 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 subsection (c) of this Change in Control Section 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 % 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 the Company 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 the Company, and after such share acquisition by the Company, 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 the Company'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) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 60 % of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation 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 reorganization, merger or consolidation, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, a Subsidiary or such corporation resulting from such reorganization, merger or consolidation or any subsidiary thereof, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 25 % or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25 % or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting 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 reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(d) Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale, lease, exchange or other disposition (A) more than 60% 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 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, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or a Subsidiary or 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% or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more 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 entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members or 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 the Company.

3. Notwithstanding any other provision of this Agreement to the contrary, if all or any portion of the payments or benefits to which the participant will be entitled under this Agreement, either alone or together with other payments or benefits which the participant receives or is entitled to receive directly or indirectly from the Company or any of its subsidiaries or any other person or entity that would be treated as a payor of parachute payments as hereinafter defined, under any other plan, agreement or arrangement, would constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereto and the regulations thereunder (except that "2.95" shall be used instead of "3" under Section 280G(b)(2)(A)(ii) of the Code or any successor provision thereto), such payment or benefits provided to the participant under this Agreement, and any other payments or benefits which the participant receives or is entitled to receive directly or indirectly from the Company or any of its subsidiaries or any other person or entity that would be treated as a payor of parachute payments as hereinafter defined, under any other plan, agreement or arrangement which would constitute a parachute payment, shall be reduced (but not below zero) as described below to the extent necessary so that no portion thereof would constitute such a parachute payment as previously defined (except that "2.95" shall be used instead of "3" under Section 280G(b)(2)(A)(ii) of the Code or any successor provision thereto).

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

(I) nonqualified stock option awards;

(II) restricted stock awards, awards in lieu of restricted stock awards, and restricted stock units;

(III) amounts payable under deferred compensation (including, but not limited to, base salary, cash bonus or annual incentive awards, and long-term incentive awards) programs;

(IV) any other awards or amounts not described in (I), (II) or
(III) above that would be payable or provided upon a Change in Control;

(V) amounts payable under severance benefit plans;

(VI) amounts payable under annual incentive (e.g., cash bonus) plans;

(VII) portfolio grant awards and performance grant awards;

(VIII) amounts payable under employee welfare benefit plans, such as life insurance plans (including, but not limited to, the American Express Key Executive Life Insurance Plan);

(IX) amounts payable under nonqualified employee pension benefit plans; and

(X) any other awards or amounts not described in (V), (VI),
(VII), (VIII) or (IX) above that would be payable or provided upon a termination of employment that occurs within two years after a Change in Control as described in the Change in Control provision above.

The payments and benefits subject to reduction pursuant to this paragraph include one or more attributes thereof, including, but not limited to, acceleration of the time for the vesting or payment thereof and the crediting of additional interest equivalents thereunder. Such reduction may be effected by the reduction or elimination, in whole or in part, of any such payment or benefit (including any or all attributes thereof). If a payment or benefit (including any or all attributes thereof) is reduced in part, the remaining portion of the payment or benefit (including any or all attributes thereof) will continue in full force and effect under the provisions of such payment or benefit (including any or all attributes thereof) as if the Change in Control did not occur and without regard to such reduction or elimination. Nothing in the preceding three sentences of this paragraph is intended or should be interpreted to change the calculated reduction amounts and procedure of this paragraph.

4. The terms of any RSA, Option or LOI (including terms under the applicable Master Agreement or any Award Schedule) may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of payments thereunder); provided, however, that no such amendment shall adversely affect in a material manner any right of a Participant under such RSA, Option or LOI without the written consent of such Participant, unless the Committee determines in its sole discretion that there have occurred or are about to occur significant changes in such Participant's position, duties or responsibilities, or significant changes in economic, legislative, regulatory, tax, accounting or cost/benefit conditions which are determined by the Committee in its sole discretion to have or to be expected to have a substantial effect on the performance of the Company, or any subsidiary, affiliate, division, or department thereof, on the Plan or on a RSA, Option or LOI under the Plan; provided, further, however, that the Committee shall not have the authority to amend any Option held by any executive officer of the Company as defined in rule 3(b)(7) under the Securities Exchange Act of 1934 so that the amount of compensation an executive officer could receive is not based solely on an increase in the value of common shares of the Company, or to otherwise amend any Award issued to such executive officer if the amendment would cause compensation payable thereunder to be nondeductible under section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor provision) or regulations thereunder assuming such executive officer is a covered employee for purposes of such section.

5. Subject to the provisions of the Plan, a Participant may, by completing a form acceptable to the Company and returning it to the Corporate Secretary's Office in New York City, name a beneficiary or beneficiaries to receive any payment or exercise any rights to which such Participant may become entitled under an Award in the event of such Participant's death. A Participant may change his or her designated beneficiary or beneficiaries from time to time by submitting a new form to the Corporate Secretary's Office in New York City, to the extent permitted by law (for example, unless such Participant has made a prior irrevocable designation). If a Participant does not designate a beneficiary, or if no designated beneficiary is living on the date any amount becomes payable under an Award, such payment will be made to the legal representatives of such Participant's estate, which will be deemed to be the Participant's designated beneficiary under the Award.

6. If the Company, in its sole discretion, shall determine that the listing upon any securities exchange or registration or qualification under any United States federal, state, local or foreign law of any common shares to be delivered pursuant to an Award is necessary or desirable, delivery of such shares shall not be made in common shares until such listing, registration or qualification shall have been completed. Until a certificate for some or all of the common shares subject to an LOI is issued to a Participant, a Participant shall have no rights as a shareholder of the Company and, in particular, shall not be entitled to vote such common shares or to receive any dividend or other distribution paid in respect thereof.

7. Notwithstanding anything to the contrary contained herein, the Committee, in its sole discretion, may approve and the Company may issue RSAs, Options, UK Options, or LOIs that are not governed by the provisions contained in this Master Agreement.

8. 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 any provision of the Plan, the Scheme or this Master Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. By receipt of such Awards or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan or the Scheme, by the Company, the Board or the Committee or its delegates.

9. The validity, construction, interpretation, administration and effect of the Plan or the Scheme and of its rules and regulations, and rights relating to the Plan or the Scheme, and to any Award issued under this Master Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the State of New York, in the United States of America.

10. The Committee may rescind, without further notice to the Participant, any Award issued to the Participant under the Plan in duplicate, or in error, as determined in the sole discretion of the Committee.

11. As used in this Section V, "Award" shall mean any long-term incentive award issued under the Plan and subject to the terms of this Master Agreement.