AMERICAN EXPRESS CO — Director's Dealing 2010

Dec 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2010-12-01

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-01	Common Stock	M	171360	$38.922	Acquired	271203	Direct
2010-12-01	Common Stock	S	165826	$44.1923	Disposed	105377	Direct
2010-12-01	Common Stock	S	5534	$44.25	Disposed	99843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-01	Employee Stock Option (Right to Buy)	$38.922	M	171360	Disposed	2011-02-25	Common Stock (171360)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3754.45	Indirect

Footnotes

F1: Of the 171,360 shares acquired pursuant to the employee stock option exercise reported above, approximately 160,292 shares were sold to cover the cost of exercise and withholding taxes. Mr. Hayes retained 50% of the net shares acquired from this option exercise.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.12 to $44.29. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

F3: These shares were originally acquired from previous stock option exercises or restricted stock vestings under registered Company plans or pursuant to dividend reinvestment.

F4: 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.

F5: These options became exercisable in three equal annual installments beginning on the date shown as "Date Exercisable."