AMERICAN EXPRESS CO — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2011-02-18

Reporting Person: Cox L Kevin (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Stock	M	25434	$16.71	Acquired	123402	Direct
2011-02-18	Common Stock	S	16860	$45.311	Disposed	106542	Direct
2011-02-18	Common Stock	S	5713	$45.311	Disposed	100829	Direct
2011-02-18	Common Stock	G	1800	—	Disposed	99029	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Employee Stock Option (Right to Buy)	$16.71	M	25434	Disposed	2019-01-28	Common Stock (25434)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49	Indirect

Footnotes

F1: Of the 25,434 shares acquired pursuant to the option exercise reported above, approximately 16,860 were sold to cover the cost of exercise and withholding taxes. Mr. Cox retained 50% of the net shares acquired from the 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 $45.25 to $45.34. 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: Bona fide charitable gift.

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.