AMERICAN EXPRESS COMPANY
2003 SHARE EQUIVALENT UNIT PLAN FOR DIRECTORS
(As amended and restated effective January 1, 2009)
Section 1. Effective Date
The effective date of this Plan is April 28, 2003, except as otherwise provided herein.
Section 2. Eligibility
Any Director of American Express Company (the “Company”) who is not a current or former officer or employee of the
Company or a subsidiary thereof is eligible to participate in this Plan.
Section 3. Administration
The Nominating and Governance Committee of the Board of Directors shall administer this Plan. The committee shall have all
the powers necessary to administer this Plan, including the right to interpret the provisions of this Plan and to establish rules
and prescribe any forms for the administration of this Plan.
Section 4. SEU Accounts
The Nominating and Governance Committee of the Board of Directors shall, on an annual basis, determine, in its discretion, a
number of Share Equivalent Units (“SEUs”) to be credited to a book-entry account established for each non-employee Director
under this Plan upon his or her election or reelection to the Board of Directors of the Company at the Annual Meeting of the
Company’s Shareholders held in such year, provided that the number of SEUs to be credited must be the same for each such
non-employee Director for such year. Each SEU will have the value of a share of the Company’s common stock, par value $0.20
per share (“the Common Shares”). At certain times the Company may be temporarily precluded from crediting Directors’
accounts as a result of the application of securities or other laws. In such instance, the Nominating and Governance Committee
will credit the accounts as soon as feasible thereafter.
Section 5. Dividend Equivalents
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, multiplied by (ii) the number of such units