X0202 4 2006-04-24 0000004962 AMERICAN EXPRESS CO AXP 0001204568 LESCHLY JAN CARE CAPITAL LLC 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 1 Share Equivalent Units 0 2006-04-24 4 A 0 3400 0 A Common Stock 3400 9709.2 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 Company's 2003 Share Equivalent Unit Plan for Directors and will be settled in cash 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. /s/ Stephen P. Norman, attorney-in-fact 2006-04-25