X0202 4 2008-01-31 0000004962 AMERICAN EXPRESS CO AXP 0001302528 Cox L Kevin 3 WORLD FINANCIAL CENTER 200 VESEY ST, AMERICAN EXPRESS TOWER NEW YORK NY 10285 1 EVP, Human Resources Common Stock 2008-01-31 4 A 0 12000 0 A 33837 D Common Stock 46 I by 401(k) Trust Employee Stock Option (Right to Buy) 49.13 2008-01-31 4 A 0 125000 0 A 2009-01-31 2018-01-30 Common Stock 125000 125000 D Restricted Stock Award will vest in four cumulative annual installments of 25% each on the first, second, third, and fourth anniversary of grant date, respectively, subject to the Company's achievement of certain financial performance requirements during the vesting period and other award requirements including continuous employment. These shares become exercisable in four cumulative annual installments of 25% each beginning on date shown as "Date Exercisable." /s/ Stephen P. Norman, attorney-in-fact 2008-02-04