X0303 4 2010-12-01 0000004962 AMERICAN EXPRESS CO AXP 0001209446 HAYES JOHN D 3 WORLD FINANCIAL CENTER 200 VESEY ST, AMERICAN EXPRESS TOWER NEW YORK NY 10285 1 EVP, Advertising Common Stock 2010-12-01 4 M 0 171360 38.922 A 271203 D Common Stock 2010-12-01 4 S 0 165826 44.1923 D 105377 D Common Stock 2010-12-01 4 S 0 5534 44.25 D 99843 D Common Stock 3754.45 I By Isp Trust Employee Stock Option (Right to Buy) 38.922 2010-12-01 4 M 0 171360 0 D 2003-02-26 2011-02-25 Common Stock 171360 0 D Of the 171,360 shares acquired pursuant to the employee stock option exercise reported above, approximately 160,292 shares were sold to cover the cost of exercise and withholding taxes. Mr. Hayes retained 50% of the net shares acquired from this option exercise. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.12 to $44.29. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. These shares were originally acquired from previous stock option exercises or restricted stock vestings under registered Company plans or pursuant to dividend reinvestment. Shares held in reporting person's account under the Company's Retirement Savings Plan. 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 became exercisable in three equal annual installments beginning on the date shown as "Date Exercisable." /s/ Michael G. Kuchs, attorney-in-fact 2010-12-03