X0201 4 2004-01-26 0 0000004962 AMERICAN EXPRESS CO AXP 0001209458 SALOW GLEN AMERICAN EXPRESS TOWER 3 WORLD FINANCIAL CENTER NEW YORK NY 10285-5003 0 1 0 0 EVP, Technologies Common Shares 2004-01-26 2004-01-26 4 A 0 3483.000 0 A 117789.000 D Common Shares 213.000 I by ISP Trust Common Shares 9.000 I by spouse Employee stock option (right to buy) 50.24 2004-01-26 2004-01-26 4 A 0 162000.000 0 A 2005-01-26 2014-01-26 Common Shares 162000.000 162000.000 D Phantom Stock Units 0 2003-12-30 2003-12-30 4 A 0 57.000 A Common Shares 57.000 220.000 D Restricted stock award will vest in 3 equal annual installments (1/3 on Jan. 26th of 2005, 2006 and 2007, respectively) subject t o continuous employment. Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 31, 2003. 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." 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 2003 at p rices ranging from $31.59 to $48.40 per share. The units are to be settled following the reporting person's retirement or other termination of service. Glen Salow 2004-01-27