AMERICAN EXPRESS CO — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2012-02-29

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock	M	55000	$16.71	Acquired	156874	Direct
2012-02-29	Common Stock	S	44822	$53.2688	Disposed	112052	Direct
2012-02-29	Common Stock	S	10178	$53.2519	Disposed	101874	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-29	Employee Stock Option (Right to Buy)	$16.71	M	55000	Disposed	2019-01-28	Common Stock (55000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3802	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. Hayes will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.

F2: The reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.15 to $53.32. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.25 to $53.264. 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.

F5: 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.

F6: Of the options exercised, 47,875 became exercisable on 1/29/2010; the balance became exercisable on 1/29/2011.