American Express Company Commences Exchange Offers For Any and All Outstanding Senior Notes Due 2019 and Senior Notes Due 2038

  American Express Company Commences Exchange Offers For Any and All
  Outstanding Senior Notes Due 2019 and Senior Notes Due 2038 From Eligible
  Holders

Business Wire

NEW YORK -- November 13, 2012

American Express Company (NYSE: AXP) announced today the commencement of two
separate private offers to exchange (i) any and all of its outstanding8.125%
Senior Notes due 2019 for its new Senior Notes due December 2, 2022 and cash
and (ii) any and all of its outstanding8.150% Senior Notes due 2038 for its
new Senior Notes due December 3, 2042 and cash.

Each exchange offer is being conducted by American Express Company upon the
terms and subject to the conditions set forth in a confidential offering
circular, datedNovember 13, 2012, and related letter of transmittal. The
exchange offers are only extended, and copies of the offering documents will
only be made available, to holders of old notes that have certified their
status as (1) a “Qualified Institutional Buyer” as defined in Rule 144A under
the Securities Act of 1933, as amended or (2)(A) a person other than a “U.S.
person” as defined in Rule 902 under the Securities Act and (B) if resident
and/or located in any Member State of the European Economic Area that has
implemented provisions of the Directive 2003/71/EC (as amended, including
pursuant to Directive 2010/73/EU, the “Prospectus Directive”), a qualified
investor as defined in Article 2.1(e) of the Prospectus Directive (each, an
“Eligible Holder”).

The following table sets forth the old notes that are subject to the exchange
offers:

CUSIP      Title of                      Principal Amount
Number      Security                       Outstanding
025816BB4  8.125% Senior Notes due 2019  $1,750,000,000
025816AZ2   8.150% Senior Notes due 2038   $1,000,000,000

Each exchange offer is subject to the condition that a minimum of $500 million
aggregate principal amount of new notes of the relevant series be issued in
exchange for old notes of the relevant series, as well as certain other
conditions as described in the confidential offering circular.

The amount of new notes and cash offered in each exchange offer is described
in the confidential offering circular. Eligible Holders that validly tender
and do not validly withdraw their old notes at or prior to5:00 p.m.,New York
Citytime, onNovember 27, 2012, subject to any extension by American Express
Company, will receive an early exchange premium equal to (i) $30.00 per $1,000
principal amount of 2019 Notes accepted for exchange and (ii) $30.00 per
$1,000 principal amount of 2038 Notes accepted for exchange.

The exchange offers will expire at11:59 p.m.,New York Citytime, onDecember
11, 2012, unless extended by American Express Company. Tenders of old notes in
the exchange offers may be validly withdrawn at any time at or prior to5:00
p.m.,New York Citytime, on November 27, 2012, subject to extension by
American Express Company, but not thereafter, unless additional withdrawal
rights are required by law.

The exchange offers will not be registered under the Securities Act or any
state securities laws. Therefore, the new notes may not be offered or sold
inthe United Statesabsent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
securities laws. American Express Company will enter into registration rights
agreements with respect to the new notes.

Documents relating to the exchange offers will only be distributed to holders
of the old notes that complete and return a letter of eligibility confirming
that they are Eligible Holders. Holders of the old notes that desire to review
the eligibility letter may visit the website for this purpose at
http://www.dfking.com/axp or contact D.F. King & Co., Inc., the information
agent for the exchange offers, by calling toll-free (800) 549-6697 or at (212)
269-5550 (banks and brokerage firms).

This press release is not an offer to sell or a solicitation of an offer to
buy any security. The exchange offers are being made solely by the
confidential offering circular and related letter of transmittal and only to
such persons and in such jurisdictions as is permitted under applicable law.

In particular, this communication is only addressed to and directed at: (A) in
any Member State of the European Economic Area that has implemented the
Prospectus Directive, qualified investors in that Member State within the
meaning of the Prospectus Directive and (B) (i) persons that are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d)
of the Order (all such persons together being referred to as “relevant
persons”). The new notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such new notes will be
engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.

This press release contains forward-looking statements which are subject to
risks and uncertainties. The forward-looking statements contain words such as
“believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “may,” “likely”
and similar expressions. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which
they are made. American Express Company undertakes no obligation to update or
revise any forward-looking statements. Factors that could cause actual results
to differ materially from these forward-looking statements include, but are
not limited to, whether or not American Express Company will ultimately
consummate the exchange offers, the satisfaction of the conditions described
in the confidential offering circular and market conditions.

About American Express

American Express is a global services company, providing customers with access
to products, insights and experiences that enrich lives and build business
success. Learn more at americanexpress.com and connect with us on
facebook.com/americanexpress, foursquare.com/americanexpress,
linkedin.com/companies/american-express, twitter.com/americanexpress, and
youtube.com/americanexpress.

Key links to products and services: charge and credit cards, business credit
cards, travel services, gift cards, prepaid cards, merchant services, business
travel, and corporate card

Contact:

Investors/Analysts:
Ken Paukowits, +1-212-640-6348
ken.f.paukowits@aexp.com
or
Fixed Income Investor Relations:
Vivian Zhou, +1-212-640-6182
vivian.y.zhou@aexp.com
 
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