AMERICAN EXPRESS CO — Director's Dealing 2013

May 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2013-05-22

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-22	Common Stock	M	131376	$45.768	Acquired	212117.873	Direct
2013-05-22	Common Stock	M	47876	$16.71	Acquired	259993.873	Direct
2013-05-22	Common Stock	S	76432	$75.6006	Disposed	183561.873	Direct
2013-05-22	Common Stock	S	80918	$76.2457	Disposed	102643.873	Direct
2013-05-22	Common Stock	S	25000	$74.3201	Disposed	77643.873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-22	Employee Stock Option (Right to Buy)	$45.768	M	131376	Disposed	2015-01-24	Common Stock (131376)	Direct
2013-05-22	Employee Stock Option (Right to Buy)	$16.71	M	47876	Disposed	2019-01-28	Common Stock (47876)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3855	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 option exercises reported above and the sale of 50% of the net shares acquired from these exercises; the reporting person 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 $75.15 to $76.12. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.16 to $76.55. 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 reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years.

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