AMERICAN EXPRESS CO — Director's Dealing 2011

May 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2011-04-28

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-28	Common Stock	M	70218	$29.239	Acquired	171044	Direct
2011-04-28	Common Stock	S	63009	$47.5912	Disposed	108035	Direct
2011-04-28	Common Stock	S	7209	$47.73	Disposed	100826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-28	Employee Stock Option (Right to Buy)	$29.239	M	70218	Disposed	2013-01-26	Common Stock (70218)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3768	Indirect

Footnotes

F1: Of the 70,218 shares acquired pursuant to the employee stock option exercise reported above, approximately 55,800 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 $47.25 to $47.85. 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: 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.

F4: 27,663 of the options exercised became exercisable on 1/27/2006; the balance became exercisable on 1/27/2007.