AMERICAN EXPRESS CO — Director's Dealing 2011

Feb 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2011-01-31

Reporting Person: GILLIGAN EDWARD P (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock	F	9662	$44.38	Disposed	238502	Direct
2011-01-31	Common Stock	M	205632	$38.922	Acquired	444134	Direct
2011-01-31	Common Stock	S	197816	$43.6508	Disposed	246318	Direct
2011-01-31	Common Stock	S	7816	$43.6587	Disposed	238502	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	Employee Stock Option (Right to Buy)	$38.922	M	205632	Disposed	2011-02-26	Common Stock (205632)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1596	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of a Restricted Stock Award.

F2: Of the 205,632 shares acquired pursuant to the employee stock option exercise reported above, approximately 190,000 shares were sold to cover the cost of exercise and withholding taxes. Mr. Gilligan retained 50% of the net shares acquired from the option exercise.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.52 to $43.835. 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.

F4: These shares were originally acquired from previous stock option exercises or restricted stock vestings under registered Company plans or pursuant to dividend reinvestment.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.65 to $43.66. 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.

F6: 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.

F7: These options became exercisable in three equal annual installments beginning on the date shown as "Date Exercisable."