X0202 4 2005-01-24 0 0000004962 AMERICAN EXPRESS CO AXP 0001180524 CHENAULT KENNETH I AMERICAN EXPRESS TOWER 3 WORLD FINANCIAL CENTER NEW YORK NY 10285-5003 1 1 0 0 Chief Executive Officer Common Shares 2004-12-02 2004-12-02 5 G 0 330 0 D 1206125 D Common Shares 2004-12-02 2004-12-02 5 G 0 345 0 D 1205780 D Common Shares 2004-12-08 2004-12-08 4 G 0 3600 0 D 1202180 D Common Shares 2005-01-24 2005-01-24 4 A 0 17213 0 A 1219393 D Common Shares 2005-01-24 2005-01-24 4 A 0 19125 0 A 1238518 D Common Shares 2005-01-24 2005-01-24 4 A 0 40355 0 A 1278873 D Common Shares 14903 I By GRAT II Common Shares 17555 I By ISP Trust Common Shares 40764 I By trust for children Common Shares 27600 I By Wife Common Shares 2004-12-02 2004-12-02 4 G 0 675 0 A 43211 I Wife as trustee/custodian Employee stock options (right to buy) 52.285 2005-01-24 2005-01-24 4 A 0 390000 0 A 2006-01-24 2015-01-24 Common Shares 390000 390000 D Phantom Stock Units 2004-12-30 2004-12-30 5 A 0 169 A Common Shares 169 1547 D Restricted stock award will vest in 4 equal annual installments (1/4 on Jan. 24th of 2006, 2007, 2008 and 2009, respectively) subject to continuous employment and the Company's achievement of certain financial performance requirements during the vesting periods. Restricted stock award will vest on Jan. 24, 2006, subject to continuous employment. The reporting person's direct holdings have been adjusted to reflect acquisitions of shares from two grantor annuity trusts during 2004: 19,231 shares were received from one trust (shown on the reporting person's previous filing as shares indirectly held by "GRAT 1") and 13,097 shares from a second trust (shown on previous filings as indirectly held by "GRAT II"). Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 31, 2004. 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. These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable" subject to continuous employment. The phantom stock converts into common stock on a one-for-one basis. The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on various dates during 2004 at p rices ranging from $47.87 to $56.35 per share. The units are to be settled following the reporting person's retirement or other termination of service. Kenneth I. Chenault 2005-01-26