DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.     )

Filed by the Registrant x    Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨ Definitive Proxy Statement

x  Definitive Additional Materials

¨ Soliciting Material Pursuant to Rule 14a-12

AMERICAN EXPRESS COMPANY

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction applies:

(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)  Proposed maximum aggregate value of transaction:

(5)  Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing Party:

(4)  Date Filed:

EXHIBIT INDEX

Each of the exhibits hereto may be deemed “soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended (the “Act”), and the regulations of the Securities and Exchange Commission issued thereunder.

EXHIBIT
99.1	Form of telephone voting script being used in connection with voting by shareholders of the Registrant with respect to the Registrant’s 2007 Annual Meeting of Shareholders.
99.2	Form of e-mail being sent to certain shareholders and employee-shareholders of the Registrant in connection with the Registrant’s 2007 Annual Meeting of Shareholders.
99.3	Form of voting Web site being used in connection with voting by certain shareholders and employee-shareholders of the Registrant in connection with the Registrant’s 2007 Annual Meeting of Shareholders.

EX-99.1

EXHIBIT 99.1

The following form of telephone voting script is being used in connection with voting by shareholders of American Express Company with respect to the Registrant’s 2007 Annual Meeting of Shareholders.

AMERICAN EXPRESS COMPANY

TELEPHONE VOTING

FOR SHAREHOLDERS

Generic Greeting:
“Thank you for calling the Automated Proxy Voting Service”
Shareholder Hears:
“You must be calling from a touchtone telephone in order to use this system and already have read the proxy statement and made your voting decisions” “Press “1” if you are calling from a touch tone phone and have your proxy form in front of you.”
Shareholder presses “1” and hears:
“Let’s Begin” ** If shareholder does not press anything, they will hear: “Please call back when you have your proxy form. Thank you for calling. Goodbye.”
Shareholder hears:
“Please enter the 12-digit control number, which is labeled as such, or located in the box indicated by the arrow on your Vote Instruction Form, followed by the pound sign”
Shareholder Enters Control number . . ..
•   Valid Control Number: (See voting scripts, below) •   Invalid: “Control number is invalid.” •   Invalid <3x: “ Sorry, since your entry of the control number was invalid, we are not able to process your transaction at this time. You will be able to access the system in 24 hours” •   Valid control number, but Shareholder has already voted: “A vote has already been recorded for this control number. If you want to change your vote, press “1”, if you do not want to change your vote press “2”. (See voting scripts, below).
Voting Scripts:
“If you would like to vote as the Board recommends press “1”, to vote on Directors and proposals individually press “2”.
Shareholder presses:	Shareholder hears:
1	“Let me confirm. You have elected to vote as the Board recommends. If these elections are correct press “1”, to vote again press “2”, to hear your vote again press “3”.
2	“You have voted to withhold all nominees.”
3	“You have voted to withhold specific Nominees.” “To withhold a nominee, enter the 2 digit number that is in front of the name of the nominee you wish to withhold. If you are finished, enter 00” “You have voted to withhold Nominee #” (Continued and confirmed for each nominee(s)) See Confirm Options, Below.
Nominee Vote Script: (vote for individual issues)
“If you wish to vote for all nominees press “1”. To withhold all nominees, press “2”. To withhold specific nominees, press “3”.”
Proposal Vote Script:
Shareholder hears:
“Proposal voting . . . there are three to vote on. After you cast all your votes, you will have a chance to review them. We are ready to accept your vote for Proposal [02 . . . 03 . . . 04]”.
Proposal Vote For/Against/Abstain Script:
“If you are voting for this proposal, press “1”. If you are voting against this proposal press “2”, If you wish to abstain press “3”.”
Confirmation of Proposal Voting Options:
For each Proposal:	“For/Against/Abstain.”

Concluding/Additional Scripts:
Topic:	Script:
After all voting:	You have completed (proposal) voting. “Let me confirm. You have voted [your responses repeated]. If these elections are correct press “1”, to vote again press “2”, to hear your vote again press “3”.
Shareholder wants to/does not want to vote on another proposal.	“One moment while I log your ballot. A vote has been recorded for control number XXXXXXXXXXXX. If this concludes your business press “1”, if you would like to vote for another proxy election press 2.” •   If shareholder presses “1”: “All of your votes have been recorded by the telephone proxy voting service. Do not mail in your proxy card. Keep it as a record of your vote. Thank you for calling. This concludes your transaction.” •   If shareholder presses “2”: See appropriate proxy voting dialog scripts, above.
Error Messages:
No response from shareholder:	“I have not received your response. Please…[repeats instruction]”
Auto Proxy Unavailable Error:	“We are sorry. The automated Proxy voting system is unavailable at this time. Please try your call again later.”
Meeting Date:	“Sorry, we cannot accept your voting instructions. It is the day of the meeting or the cut off date for voting has passed.”
Control number no longer valid	“Sorry, the control number you entered is no longer valid. Please contact your bank, Broker or Mutual fund to confirm your voter eligibility.”

2

EX-99.2

EXHIBIT 99.2

The following form of e-mail is being sent to certain shareholders who have consented to receive their proxy materials via the Internet and employee-shareholders of the Registrant in connection with the Registrant’s 2007 Annual Meeting of Shareholders.

EMAIL TO SHAREHOLDERS WHO HAVE CONSENTED TO RECEIVE PROXY MATERIALS VIA THE

INTERNET AND EMPLOYEE SHAREHOLDERS OF AMERICAN EXPRESS COMPANY

Dear American Express Shareholder,

The 2007 Annual Meeting of Shareholders of American Express Company will be held in the 26th Floor Auditorium at the Company’s headquarters, 200 Vesey Street, New York, New York, on Monday, April 23, 2007, at 10:00 a.m. Eastern.

As a shareholder of American Express Company, you are entitled to vote the American Express Company shares held in your name, whether your shares are held:

- directly in your name as the shareholder of record, which includes

shares purchased through our Shareholder’s Stock Purchase Plan or

restricted stock awards issued to employees under our long-term

incentive plans;

- indirectly in the American Express Company Stock Fund of our

Incentive Savings Plan (ISP) or the Employee Stock Ownership

Plan (ESOP) of Amex Canada, Inc.; or

- indirectly through the Ameriprise Financial 401(k) Plan.

This e-mail represents all shares in the following account(s):

NAME
AMEX ISP	[# of shares]
AMERIPRISE 401K	[# of shares]
AMEX CANADIAN ISP	[# of shares]
AMEX RESTRICTED	[# of shares]
AMERICAN EXPRESS CO	[# of shares]

To vote your proxy you will need to use your unique control number: xxxxxxxxxxxxxx

INTERNET VOTING

You can enter your voting instructions and view the shareholder material at the following Internet site. If your browser supports secure transactions you will be automatically directed to a secure site.

http://www.proxyvote.com/0012345678901

You may also access the American Express Company Annual Report and Proxy Statement on http://www.ezonlinedocuments.com/amex/2007/vote/

Note: If your e-mail software supports it, you can simply click on the above links.

To access ProxyVote.com, you will need your four digit PIN:

- If you are an employee of AMERICAN EXPRESS COMPANY, your PIN is the last four digits of your Social Security number.

- If you are a stockholder who consented to receive proxy materials

electronically, your PIN is the four digit number you selected at

the time of your enrollment.

- If you have forgotten your PIN number, please follow the

instructions on www.proxyvote.com

TELEPHONE VOTING

If you are located in the United States or Canada you can vote your shares by calling 1-800-690-6903 (toll-free). You may vote by telephone 24 hours a day. The telephone voting system has easy-to-follow instructions and allows you to confirm that the system has properly recorded your votes.

BEFORE YOU VOTE

Before voting, please review the Company’s 2006 Annual Report to Shareholders and the 2007 Proxy Statement which are available online on the voting Web site. Shareholders who would like to receive a printed copy of the Annual Report, the Proxy Statement or a copy of the proxy card can send an email to the Secretary’s Office of American Express at john.nowak@aexp.com.

Please note: To allow sufficient time for the ISP, the Employee Stock Ownership Plan of Amex Canada, Inc. and the Ameriprise Financial 401(k) Plan trustees to vote, the trustees must receive your voting instructions by 11:59 p.m. Eastern Time on Wednesday, April 18, 2007. If the trustees for the ISP and the Employee Stock Ownership Plan of Amex Canada, Inc. do not receive your instructions by that date, the trustees will not vote your shares. If the trustee of the Ameriprise Financial 401(k) Plan does not receive your instructions by that date, the trustee will vote your shares in the same proportion of votes that the trustee received from other plan participants who did vote.

All other shares may be voted through 11:59 p.m. Eastern on Sunday, April 22, 2007.

Your vote is important. We encourage you to vote promptly.

Thank you,

/s/ Stephen P. Norman

Stephen P. Norman

Secretary

American Express Company

EX-99.3

EXHIBIT 99.3

The following form of voting Web site is being used in connection with voting by certain shareholders who have consented to receive their proxy materials via the Internet and employee-shareholders of the Registrant in connection with the Registrant’s 2007 Annual Meeting of Shareholders.

WEBSITE AVAILABLE TO SHAREHOLDERS WHO HAVE CONSENTED TO RECEIVE PROXY MATERIALS

VIA THE INTERNET AND EMPLOYEE SHAREHOLDERS OF AMERICAN EXPRESS COMPANY

AMERICAN EXPRESS COMPANY 2007 Annual Meeting of Shareholders		YOUR CONTROL NUMBER XXXXXXXX
Monday, April 23, 2007, 10:00 a.m. (Eastern Time)
American Express Company 200 Vesey Street, New York, New York
Meeting for holders as of: Wednesday, February 28, 2007
	Scroll down for proxy information and voting

PROXY

AMERICAN EXPRESS COMPANY

2007 Annual Meeting of Shareholders

To be held on Monday, April 23, 2007 for holders of record as of Wednesday, February 28, 2007

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The shareholder submitting this proxy (“shareholder”) hereby appoints Daniel T. Henry, Stephen P. Norman and Louise M. Parent, or any of them, proxies or proxy, with full power of substitution, to vote all common shares of American Express Company which the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at the Company’s New York City headquarters, 200 Vesey Street, New York, New York 10285, on Monday, April 23, 2007 at 10:00 A.M., Eastern Time, and at any adjournment(s) of the Meeting, as indicated below with respect to the proposals set forth in the Proxy Statement, and in their discretion upon any matter that may properly come before the Meeting or any adjournment(s) of the Meeting. The shareholder hereby revokes any proxies submitted previously.

Notice to employees participating in the AMERICAN EXPRESS INCENTIVE SAVINGS PLAN (“Amex ISP”), the Ameriprise Financial 401(k) Plan (“AMP 401K Plan”) or the

Employee Stock Ownership Plan (“ESOP”) of Amex Canada, Inc.

These shares will be voted as you instruct if your proxy card, telephone, or Internet voting instructions are received on or before 11:59 P.M. Eastern Time, Wednesday, April 18, 2007, by ADP, which is acting on behalf of the Trustees of these Plans.

If ADP does not receive your voting instructions by 11:59 P.M. Eastern Time, Wednesday, April 18, 2007, the following conditions will apply: the Trustee of the AMP 401K Plan will vote these Plan shares in the same proportion as it votes all other shares in the Plan for which it has received timely voting instructions; the Trustees of the Amex ISP and the ESOP of Amex Canada will not vote these shares.

Recommendations of the Board of Directors:

The Board of Directors of American Express Company recommends a vote FOR Items 1, 2 and 3 and AGAINST

Item 4. Please see below or refer to the proxy statement for the detailed recommendations.

Please read them carefully. If no voting instructions are given the proxy will be voted as the Board of Directors

recommends. Choose this option if you would like to vote your shares with the Board of Directors’

recommendations.

Vote with Directors’ recommendations    

Item 1: To Elect Directors.

The Board of Directors recommends a vote FOR item 1.

Nominees:

(01) D.F. Akerson, (02) C. Barshefsky, (03) U.M. Burns, (04) K.I. Chenault,

(05) P. Chernin, (06) V.E. Jordan, Jr., (07) J. Leschly, (08) R.C. Levin,

(09) R.A. McGinn, (10) E.D. Miller, (11) F.P. Popoff, (12) S.S. Reinemund,

(13) R.D. Walter, (14) R.A. Williams,

¨  For all nominees         ¨  Withhold all nominees

¨  For all EXCEPT those selected below

(01)  ¨  D.F. Akerson

(02)  ¨  C. Barshefsky

(03)  ¨  U.M. Burns

(04)  ¨  K.I. Chenault

(05)  ¨  P. Chernin

(06)  ¨  V.E. Jordan, Jr.

(07)  ¨  J. Leschly

(08)  ¨  R.C. Levin

(09)  ¨  R.A. McGinn

(10)  ¨  E.D. Miller

(11)  ¨  F.P. Popoff

(12)  ¨  S.S. Reinemund

(13)  ¨  R.D. Walter

(14)  ¨  R.A. Williams

Item 2: The selection of PricewaterhouseCoopers LLP as our independent registered public accountants for 2007.

The Board of Directors recommends a vote FOR item 2.

¨  For    ¨  Against    ¨  Abstain

Item 3: A proposal to approve the American Express Company 2007 Incentive Compensation Plan.

The Board of Directors recommends a vote FOR item 3.

¨  For    ¨  Against    ¨  Abstain

Item 4: A shareholder proposal relating to cumulative voting for directors.

The Board of Directors recommends a vote AGAINST item 4.

¨  For    ¨  Against    ¨  Abstain

Comments or Address Changes:

Submit   Reset  

PROXY FINAL SUBMISSION

· Please check all of the information below for accuracy.

· If any of the information is incorrect, return to the Proxy Ballot by using the Back button of your Browser.

· If your votes have been reflected correctly, click on Final Submission button below.

AMERICAN EXPRESS COMPANY 2007 Annual Meeting of Shareholders   To be held on Monday, April 23, 2007 for holders of record as of Wednesday, February 28, 2007 YOUR CONTROL NUMBER XXXXXXXX

VOTING INSTRUCTIONS

You elected to vote with Directors’ Recommendations

OR

Item 1: To Elect Directors.

You Voted:

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

You Voted: For [Your response]

Item 2: The selection of PricewaterhouseCoopers LLP as our independent registered public accountants for 2007.

You Voted: [Your response]

Item 3: A proposal to approve the American Express Company 2007 Incentive Compensation Plan.

You Voted: [Your response]

Item 4: A shareholder proposal relating to cumulative voting for directors.

You Voted: [Your response]

Comments or Address Changes

[Your comments & address changes]

If any of the above information is incorrect, return to the Proxy Ballot form by using the Back button of your Browser.

If you would like to receive an electronic confirmation when this vote is recorded, enter your e-mail address here:                             

Final Submission

AMERICAN EXPRESS COMPANY 2007 Annual Meeting of Shareholders   THANK YOU FOR VOTING. YOUR CONTROL NUMBER XXXXXXXX

By accessing the links below, you will leave the voting web site for American Express Company

The links below are located on another server. Please click on the links below to leave the voting web site for American Express Company and proceed to the selected site.

Click Here to enter your next Control Number.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by American Express Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail on the Internet. To sign up for electronic delivery, click here and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.