AMERICAN EXPRESS CO — Director's Dealing 2013

Jan 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2013-01-28

Reporting Person: Cox L Kevin (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-28	Common Stock	F	931	$59.07	Disposed	100666	Direct
2013-01-28	Common Stock	F	33839	$59.07	Disposed	66827	Direct
2013-01-30	Common Stock	M	50868	$16.71	Acquired	117695	Direct
2013-01-30	Common Stock	S	43337	$59.5136	Disposed	74358	Direct
2013-01-30	Common Stock	S	1114	$59.4718	Disposed	73244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-30	Employee Stock Option (Right to Buy)	$16.71	M	50868	Disposed	2019-01-28	Common Stock (50868)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49.99	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of a Restricted Stock Award.

F2: The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock option exercise reported above and the sale of 50% of the net shares acquired from this exercise; the reporting person will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.45 to $59.60. 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 the vesting of a restricted stock award on January 26, 2012.

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.