X0202 4 2005-12-30 0000004962 AMERICAN EXPRESS CO AXP 0001195222 MILLER EDWARD D ONE METROTECH CENTER BROOKLYN NY 11201 1 Share Equivalent Units 2005-12-30 4 A 0 309.08 51.767 A Common Stock 309.08 7863.984 D The share equivalent units convert into common stock on a one-for-one basis. The share equivalent units are convertible immediately and have no expiration date. The reported share equivalent units were acquired pursuant to the Directors' Deferred Compensation Plan and will be settled in ca sh following termination of service as a Director. Includes share equivalent units acquired pursuant to a dividend reinvestment feature of the Directors' Deferred Compensation Plan and/or the 2003 Share Equivalent Unit Plan for Directors. The units shown have been adjusted to reflect the issuer's spin-off of Ameriprise Financial, Inc. on September 30, 2005. /s/ Michael G. Kuchs, attorney-in-fact 2006-01-04