X0306 4 2015-01-28 0000004962 AMERICAN EXPRESS CO AXP 0001180524 CHENAULT KENNETH I 200 VESEY STREET, AMERICAN EXPRESS TOWER NEW YORK NY 10285-5001 1 1 Chairman & CEO Common Stock 2015-01-28 4 A 0 21295 81.73 A 792425 D Common Stock 2015-01-28 4 F 0 10982 81.73 D 781443 D Common Stock 2015-01-28 4 A 0 11253 81.73 A 776934 D Common Stock 2015-01-28 4 F 0 5804 81.73 D 771130 D Common Stock 2015-01-28 4 A 0 21295 81.73 A 802738 D Common Stock 2015-01-28 4 D 0 21295 81.73 D 781443 D Common Stock 2015-01-28 4 A 0 11253 81.73 A 792696 D Common Stock 2015-01-28 4 D 0 11253 81.73 D 781443 D Common Stock 67568 I by trust fbo children Common Stock 59122 I by trust fbo children Common Stock 26148 I By Wife Common Stock 23795 I By 401(k) Plan Common Stock 4158 I Wife As Trustee/custodian Common Stock 2850 I by son Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2014 and vested in January 2015 based on the terms of the grant approved in January 2014 (see Remarks below). Pursuant to the award terms, the reporting person is required to hold 100% of shares (net of taxes) received upon the vesting of equity awards until one year after retirement. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2014. The transactions reported represent RSUs granted in January 2014 which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2014 (see Remarks below). The transactions reported represent a simultaneous deemed acquisition of these shares from the issuer and disposition of these shares to the issuer. The issuer withheld a portion of the amount due to the reporting person to satisfy tax obligations arising from the vesting of the RSUs granted in January 2014. 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. As disclosed in the Company's 2014 Proxy Statement, in January 2014, the Compensation and Benefits Committee paid a portion of Mr. Chenault's 2013 Annual Incentive Award in restricted stock units ("RSUs"). The Committee also awarded RSUs as payment for the Portfolio Grant earned by Mr. Chenault over the 2011-13 performance period. All of these RSUs were deferred with a one-year vesting period and structured to pay: 1/2 of each award in shares (which must be held by Mr. Chenault until one year after retirement) and 1/2 in cash. These RSUs vested on January 28, 2015. /s/ Emily T. Epstein, attorney-in-fact 2015-01-30