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AMERICAN EXPRESS CO Director's Dealing 2008

Feb 4, 2008

29774_dirs_2008-02-04_44313595-2e2c-4703-8d99-0a278bd3fe75.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2008-01-31

Reporting Person: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-01-31 Common Stock A 71748 Acquired 593720 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 Employee Stock Option (Right to Buy) $49.13 A 625000 Acquired 2018-01-30 Common Stock (625000) Direct
2008-01-31 Employee Stock Option (Right to Buy) $49.13 A 1375000 Acquired 2018-01-30 Common Stock (1375000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 100000 Indirect
Common Stock 100000 Indirect
Common Stock 75511 Indirect
Common Stock 54023 Indirect
Common Stock 40764 Indirect
Common Stock 27600 Indirect
Common Stock 20820 Indirect

Footnotes

F1: Restricted Stock Award will vest 100% after one year subject to the Company's achievement of certain financial performance requirements during the vesting period and other award requirements including continuous employment.

F2: Shares held in reporting person's account under the Company's Retirement Savings Plan. This plan uses unit accounting, and the number of shares that a participant is deemed to hold varies with the unit price of the Company pooled stock fund.

F3: These shares become exercisable in four cumulative annual installments of 25% each beginning on date shown as "Date Exercisable."

F4: These employee stock options will become exercisable on January 1, 2014 subject to the Company's achievement of specified financial performance metrics during the vesting period and other award requirements. A pro rated portion of this award may become exercisable sooner if Mr. Chenault's employment terminates prior to December 31, 2013 due to death or disability, or if a change in control of the Company occurs prior to such date.