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

(e) On January 23, 2012, the Compensation and Benefits Committee of the Board of Directors of American Express Company (the "Company") approved amendments to award agreements under the Company's 2007 Incentive Compensation Plan, including the Master Agreement, the form of award agreement for executive officers in connection with Performance Grant awards and the form of award agreement for executive officers in connection with Portfolio Grants (collectively, the "Agreements").

As adopted, the amendments (i) revise the remedies for breach of detrimental conduct provisions, (ii) address certain regulatory requirements regarding compensation, including the clawback provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act (in anticipation of the promulgation of final rules in 2012) and (iii) provide for the settlement of restricted stock units in either cash or shares.

The foregoing summary of the amendments made to the Agreements is qualified in its entirety by reference to the complete text of the Agreements, as amended and restated, copies of which are attached to this report as Exhibits 10.1, 10.2 and 10.3, and are hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 American Express Company 2007 Incentive Compensation Plan Master Agreement (as amended and restated effective January 23, 2012).

10.2 Form of award agreement for executive officers in connection with Performance Grant awards (a/k/a Incentive Awards) under the American Express Company 2007 Incentive Compensation Plan.

10.3 Form of award agreement for executive officers in connection with Portfolio Grant awards under the American Express Company 2007 Incentive Compensation Plan.

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