For so long as Berkshire shall beneficially own 5 percent or more of the outstanding voting securities of American Express:

Berkshire will not dispose of any shares of voting securities of American Express without the prior consent of American Express (i) to any person if Berkshire knows that such person seeks to change control of American Express in any manner; or (ii) to any person whom Berkshire knows (1) has made a filing with the U.S. Securities and Exchange Commission or other federal agency with respect to the ownership of more than 5 percent of American Express' voting securities, or (2) would be required to do so as a result of the purchase from Berkshire; or (iii) in an amount of more than 5 percent of American Express' voting securities in any single transaction; provided , however , that notwithstanding the above, Berkshire may dispose of American Express voting securities in the following circumstances: (v) in a sale between Berkshire Hathaway Inc. and a subsidiary company or between two subsidiary companies of Berkshire Hathaway Inc.; or (w) in a sale by Berkshire to American Express or a subsidiary thereof; or (x) in a tender or exchange offer for American Express voting securities approved or not opposed by the Board of Directors of American Express; or (y) in connection with the acquisition of all of the stock of American Express (including by way of merger, consolidation, business combination or otherwise) by a company unaffiliated with Berkshire; or (z) in a widespread public distribution effected on a stock exchange or otherwise (which may include a sale to one or more broker-dealers acting as market makers or otherwise intending to resell the shares sold to it or them in accordance with its or their normal business practices), so long as Berkshire does not knowingly violate subsections (i), (ii) or (iii) above.

For so long as Stephen Squeri is Chief Executive Officer of American Express, Berkshire shall vote, or cause to be voted, voting securities of American Express now or hereafter beneficially owned by it, at any and all meetings of the shareholders of American Express and any adjournments thereof, or in any written consent solicitation or similar situation in which the voting rights associated with securities of American Express may be exercised, in accordance with the recommendation of the Board of Directors of American Express (if such recommendation is made) with respect to every matter upon which a vote is taken or consent solicited; provided , however , that this provision shall not apply to the portion, if any, of such voting securities comprising in excess of 17 percent of the outstanding shares of common stock of American Express, determined on the basis of the number of such shares set forth on the front cover of American Express' most recent quarterly or annual report filed with the U.S. Securities and Exchange Commission.

For so long as Berkshire shall beneficially own 10 percent or more of the outstanding voting securities of American Express:

Berkshire shall comply with the Passivity Commitments in all respects and will not directly or indirectly take or propose any action or enter into any relationship that conflicts with or contravenes the Passivity Commitments. If Berkshire proposes to take an action or enter into a relationship and either party is concerned as to whether the action or relationship is permitted under the terms of the Passivity Commitments, Berkshire and American Express will discuss the matter and Berkshire will not take such action or enter into such relationship unless both parties agree that it is in accordance with the Passivity Commitments.

Berkshire shall notify American Express immediately upon learning that the Federal Reserve has initiated or may initiate a proceeding under the Bank Holding Company Act or the Change in Bank Control Act in connection with or related to the Passivity Commitments or Berkshire's ownership of American Express shares, and Berkshire shall immediately inform American Express of any communications from the Federal Reserve, the Office of the Comptroller of the Currency, the State of New York Department of Financial Services or any other federal or state financial services regulator with jurisdiction over American Express and its affiliates to Berkshire in connection with or related to the Passivity Commitments or Berkshire's investment in American Express.

American Express, upon periodically receiving information from Berkshire as to the entities that are subsidiaries of Berkshire, will not knowingly enter into any relationship or transaction with such entities that will cause Berkshire to be in violation of sections 11(b) or (c) of the Passivity Commitments.

In consideration of the foregoing commitments by Berkshire, American Express represents and warrants that its Board of Directors has approved, for purposes of Section 912 of the New York Business Corporation Law, the beneficial ownership by each of Berkshire and any person that is an "affiliate" or "associate" (in each case within the meaning of Section 912) of Berkshire (including, for the avoidance of doubt, Warren E. Buffett) of 20 percent or more of the outstanding voting stock of American Express.

Berkshire Hathaway Inc., Omaha, Nebraska, and its subsidiaries and affiliates ¹ (collectively, "Berkshire Hathaway"), will not, without the prior approval of the Board or its staff, directly or indirectly:

Exercise or attempt to exercise a controlling influence over the management or policies of American Express Company, New York, New York ("American Express"), or any of its subsidiaries;

a) So long as Berkshire Hathaway owns, controls, or holds with power to vote 15 percent or more of any class of voting securities of American Express, seek or accept representation on the board of directors of American Express or any of its subsidiaries; provided, however, that so long as Berkshire Hathaway owns, controls, or holds with power to vote less than l5 percent of any class of voting securities of American Express, Berkshire Hathaway shall be permitted to have one director representative on the board of directors of American Express or any of its subsidiaries;

b) Permit any representative of Berkshire Hathaway who serves on the board of directors of American Express or any of its subsidiaries, pursuant to commitment A.2.a above, to serve:

Have or seek to have any employee or representative of Berkshire Hathaway serve as an officer, agent, or employee of American Express or any of its subsidiaries;

Take any action that would cause American Express or any of its subsidiaries to become a subsidiary of Berkshire Hathaway;

Own, control, or hold with power to vote securities that (when aggregated with securities that the officers and directors of Berkshire Hathaway Inc., own, control, or hold with power to vote) represent 25 percent or more of any class of voting securities of American Express or any of its subsidiaries; provided that Berkshire Hathaway shall not allow its percentage ownership of any class of American Express voting securities to exceed 17 percent except as a result of stock repurchases by American Express;

Own or control equity interests that would result in the combined voting and nonvoting equity interests of Berkshire Hathaway Inc.,   and its officers and directors to equal or exceed 25 percent of the total equity capital of American Express or any of its subsidiaries, except that, if Berkshire Hathaway Inc.,   and its officers and directors own, control, or hold with the power to vote less than 15 percent of the outstanding shares of any class of voting securities of American Express, Berkshire Hathaway Inc., and its officers and directors may own or control equity interests greater than 25 percent, but in no case more than 33.3 percent, of the total equity capital of American Express or any of its subsidiaries;

Propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or board of directors of American Express or any of its subsidiaries;

Enter into any agreement with American Express or any of its subsidiaries that substantially limits the discretion of American Express's management over major policies and decisions, including, but not limited to, policies or decisions about employing and compensating executive officers; engaging in new business lines; raising additional debt or equity capital; merging or consolidating with another firm; or acquiring, selling, leasing, transferring, or disposing of material assets, subsidiaries, or other entities;

Solicit or participate in soliciting proxies with respect to any matter presented to the shareholders of American Express or any of its subsidiaries (except to the extent that a representative on the board of directors as permitted by commitment A.2.a above is deemed to be part of the solicitation made by the American Express board);

Dispose or threaten to dispose (explicitly or implicitly) of equity interests of   American Express or any of its subsidiaries in any manner as a condition or inducement of specific action or non-action by American Express or any of its subsidiaries; or

With regard to its banking and nonbanking relationships with American Express or its subsidiaries:

initiate any policy or directive mandating that any Berkshire Hathaway subsidiary favor American Express to the exclusion of any competing entity, except as such may be the result of generic policies favoring best price, service, or similar attributes of business relationships;

enter into any banking or nonbanking transactions with American Express or any of its subsidiaries, except for transactions that are in the ordinary course, at arm's length, and do not, in the aggregate, result in:

credit exposure to American Express in respect of indebtedness for borrowed money greater than the larger of $200 million or 0.1 percent of Berkshire Hathaway's total assets, as reported in Berkshire Hathaway's most recent Form 10-Q or Form 10-K, as the case may be, filed with the U.S. Securities and Exchange Commission ("SEC"), or

revenue for American Express (excluding revenue generated from Berkshire Hathaway or its subsidiaries accepting American Express cards for customer payments) in respect of any fiscal year greater than the larger of $20 million or 0.1 percent of American Express's annual total revenue for the prior fiscal year, as reported in American Express's Form 10-K for such prior fiscal year filed with the SEC; or

enter into any joint ventures or other profit sharing or similar arrangements under which the compensation to either Berkshire Hathaway or American Express is measured by the profitability of the service being offered or of the enterprise in which such service is being used.

to any person if Berkshire Hathaway knows that such person seeks to change control of American Express in any manner; or

to any person whom Berkshire Hathaway knows (x) has made a filing with the SEC or other federal agency with respect to the ownership of more than 5 percent of American Express's voting securities, or (y) would be required to do so as a result of the purchase from Berkshire Hathaway; or

in an amount of more than 5 percent of American Express's voting securities in any single transaction;