AMERICAN EXPRESS CO — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2012-02-28

Reporting Person: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	555208	$29.239	Acquired	1505139	Direct
2012-02-28	Common Stock	S	430335	$53.4267	Disposed	1074804	Direct
2012-02-28	Common Stock	S	61386	$53.4267	Disposed	1013418	Direct
2012-02-28	Common Stock	S	133267	$53.4267	Disposed	880151	Direct
2012-02-28	Common Stock	S	68733	$53.5289	Disposed	811418	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Option (Right to Buy)	$29.239	M	555208	Disposed	2013-01-26	Common Stock (555208)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	85220	Indirect
Common Stock	11058	Indirect
Common Stock	22972	Indirect

Footnotes

F1: The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the exercise of employee stock options.

F2: The reported disposition represents the sale of 50% of the net shares acquired from the exercise of employee stock options reported above; Mr. Chenault will retain 50% of the net shares from this exercise in accordance with the Company's retention guidelines for executive officers.

F3: The reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.09 to $53.71. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.27 to $53.76. 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 four equal annual installments beginning on date shown as "Date Exercisable."