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: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-08	Common Stock	G	12000	—	Disposed	961621	Direct
2010-12-01	Common Stock	G	228	—	Disposed	961393	Direct
2010-12-31	Common Stock	G	1078	—	Disposed	960315	Direct
2010-12-31	Common Stock	G	1078	—	Acquired	10921	Indirect
2011-01-26	Common Stock	A	13451	$44.46	Acquired	973766	Direct
2011-01-26	Common Stock	F	4872	$44.46	Disposed	968894	Direct
2011-01-27	Common Stock	S	170000	$44.5604	Disposed	798894	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	135981	Acquired	2021-01-27	Common Stock (135981)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	85220	Indirect
Common Stock	22589	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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.36 to $44.75. 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: 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 become exercisable in four equal annual installments beginning on date shown as "Date Exercisable."