AMERICAN EXPRESS CO — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2014-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock	M	425000	$51.865	Acquired	1177493	Direct
2014-02-26	Common Stock	M	312500	$57.77	Acquired	1489993	Direct
2014-02-26	Common Stock	S	666615	$89.6557	Disposed	823378	Direct
2014-02-26	Common Stock	S	50280	$90.2582	Disposed	773098	Direct
2014-02-26	Common Stock	S	39328	$89.3746	Disposed	733770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-26	Employee Stock Option (Right to Buy)	$51.865	M	425000	Disposed	2016-01-23	Common Stock (425000)	Direct
2014-02-26	Employee Stock Option (Right to Buy)	$57.77	M	312500	Disposed	2017-01-24	Common Stock (312500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26148	Indirect
Common Stock	4158	Indirect
Common Stock	59122	Indirect
Common Stock	67568	Indirect
Common Stock	2850	Indirect
Common Stock	23610	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, the sale of 50% of the net shares acquired from these exercises, and the sale of net shares from previous restricted stock vestings.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.21 to $90.20. 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 $90.21 to $90.35. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.275 to $89.70. 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: The reporting person will retain 50% of the net shares from the stock option exercises reported above for one year in accordance with the Company's retention guidelines for executive officers.

F7: 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.

F8: These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."

F9: One-half of the options exercised became exercisable on 1/25/2008, and one-half became exercisable on 1/25/2009.