AMERICAN EXPRESS CO — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2012-05-03

Reporting Person: Gupta Ashwini (Pres-Risk/Info Mgmt/Banking Gp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-03	Common Stock	M	71971	$29.239	Acquired	143668	Direct
2012-05-03	Common Stock	M	19421	$39.876	Acquired	163089	Direct
2012-05-03	Common Stock	M	51408	$39.907	Acquired	214497	Direct
2012-05-03	Common Stock	M	142800	$43.977	Acquired	357297	Direct
2012-05-03	Common Stock	S	258177	$60.9001	Disposed	99120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-03	Employee Stock Option (Right to Buy)	$29.239	M	71971	Disposed	2013-01-26	Common Stock (71971)	Direct
2012-05-03	Employee Stock Option (Right to Buy)	$39.876	M	19421	Disposed	2013-07-27	Common Stock (19421)	Direct
2012-05-03	Employee Stock Option (Right to Buy)	$39.907	M	51408	Disposed	2013-09-30	Common Stock (51408)	Direct
2012-05-03	Employee Stock Option (Right to Buy)	$43.977	M	142800	Disposed	2014-01-25	Common Stock (142800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18253	Indirect
Common Stock	1060	Indirect

Footnotes

F1: The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock options exercises reported above and the sale of 50% of the net shares acquired from these exercises; Mr. Gupta will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.90 to $60.91. 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: These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."