AMERICAN EXPRESS CO — Director's Dealing 2011

Jan 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2011-01-26

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Common Stock	A	1640	$44.46	Acquired	101483	Direct
2011-01-26	Common Stock	F	657	$44.46	Disposed	100826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Employee Stock Option (Right to Buy)	$44.54	A	16482	Acquired	2021-01-27	Common Stock (16482)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3758	Indirect

Footnotes

F1: Shares acquired pursuant to the vesting of Restricted Stock Units (i.e., "performance units") granted to the reporting person on January 26, 2010.

F2: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Restricted Stock Units.

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: These options become exercisable in four equal annual installments beginning on date shown as "Date Exercisable."