American Express Issues Notice Regarding 1.85% Convertible Debentures.

NEW YORK -- American Express Company today announced a notice of potential remarketing and notice of redemption related to its 1.85% Convertible Senior Debentures due 2033 issued under the Indenture, dated as of November 21, 2003, between the Company and U.S. Bank National Association, as Trustee.

A copy of the notice is attached.

American Express Company (www.americanexpress.com), founded in 1850, is a global travel, financial and network services provider.

                      AMERICAN EXPRESS COMPANY
                   NOTICE OF POTENTIAL REMARKETING
                                 AND
                         NOTICE OF REDEMPTION
              TO ALL HOLDERS OF AMERICAN EXPRESS COMPANY
             1.85% CONVERTIBLE SENIOR DEBENTURES DUE 2033
                   (CUSIP No. 025816AR0 / 025816AS8)
                           OCTOBER 31, 2006

This notice is being provided to holders and beneficial owners of 1.85% Convertible Senior Debentures due 2033 (the "Securities") issued by American Express Company ("American Express" or the "Company") pursuant to the Indenture dated as of November 21, 2003 (the "Indenture") by and between American Express and U.S. Bank National Association (the "Trustee").

THIS IS A NOTICE OF POTENTIAL REMARKETING OF THE SECURITIES. IF A REMARKETING RESET EVENT (AS DESCRIBED BELOW) OCCURS AND IF YOU TAKE NO ACTION, YOUR SECURITIES WILL BE AUTOMATICALLY REMARKETED ON DECEMBER 1, 2006. IN ACCORDANCE WITH THE PROCEDURES DESCRIBED BELOW, ON OR PRIOR TO NOVEMBER 30, 2006 YOU MAY OPT OUT OF THE REMARKETING BY DELIVERING THE NOTICE TO OPT OUT OF REMARKETING TO THE PAYING AGENT AT THE ADDRESS BELOW AND YOU MAY ALSO ELECT TO HAVE THE COMPANY PURCHASE YOUR SECURITIES IN THE EVENT OF A FAILED REMARKETING.

IF A REMARKETING RESET EVENT DOES NOT OCCUR, THE SECURITIES WILL BE REDEEMED ON DECEMBER 1, 2006 AS PROVIDED BELOW UNDER "REDEMPTION OF THE SECURITIES."

Remarketing Reset Event

As provided in Section 16.01 of the Indenture, if the average closing sales prices of the Company's common stock over the 10 trading day period ending on November 30, 2006 is less than $60.32 per share, a "Remarking Reset Event" will occur. In such event, the Company will no longer pay contingent interest on the Securities (but the Securities will still be subject to contingent accretion in the circumstances set forth in the Indenture), the Securities will no longer be convertible, the right of holders of the Securities to require the Company to purchase Securities on the dates set forth in the Indenture or upon a change of control will cease and the yield or cash interest rate on the Securities, as the case may be, will be reset on December 1, 2006, the "Remarketing Reset Event Date," and on each Remarketing Reset Event Date thereafter designated by the Company. Provided that the remarketing of the Securities is successful, the Company has elected that any Securities remarketed on the Remarketing Reset Event Date on December 1, 2006 will bear cash interest, payable quarterly on March 5, June 5, September 5 and December 5 (or if such day is not a business day, the next succeeding business day), commencing March 5, 2007, to holders of record on the 15th day of the prior calendar month. The next Remarketing Reset Event Date will be June 5, 2008. If the remarketing of the Securities is not successful, the Securities will yield interest from and after December 1, 2006 as described below under "Reset Rate of the Securities."

Remarketing of the Securities

American Express has retained J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as the Remarketing Agents (the "Remarketing Agents") for the Securities in the event that a Remarketing Reset Event occurs. In that event, the Remarketing Agents will remarket the Securities on December 1, 2006 at a price sufficient, net of the fee to the Remarketing Agents, to raise proceeds at least equal to 100% of the accreted principal amount of the Securities to be remarketed. The Remarketing Agents will remit such proceeds to holders of the Securities on or about December 6, 2006. American Express will not directly receive any proceeds from the remarketing of the Securities.

Election to Opt-Out of Remarketing

If you hold Securities, you are not required to do anything in connection with the remarketing as outlined above. However, if you do not want to participate in the remarketing, you have the right to elect not to have your Securities remarketed by sending a notice ("Notice to Opt Out of Remarketing") to U.S. Bank National Association, as Paying Agent at the address listed below prior to 4:00 p.m., New York City time, on November 30, 2006. In your Notice to Opt Out of Remarketing, you must provide the original principal amount of Securities you want withheld from the remarketing. Securities that are not remarketed will be subject to the Reset Rate or Reset Yield described below, as the case may be, from and after December 1, 2006.

Reset Rate of the Securities

Provided that the remarketing is successful, American Express has elected to have the remarketed Securities bear cash interest. If there is a successful remarketing on December 1, 2006, the interest rate (the "Reset Rate") will be reset by the Remarketing Agents on December 1, 2006, and will become effective on December 1, 2006 for all Securities, including those not participating in the remarketing. The Reset Rate will be the rate necessary for the proceeds from the remarketing of the Securities, net of the fee to the Remarketing Agents, to be 100% of the accreted principal amount of the remarketed Securities, plus any accrued and unpaid interest thereon as of December 1, 2006.

If a Failed Remarketing (as described below) occurs, or less than $50 million aggregate original principal amount of the Securities is to be remarketed as a result of holders opting out of the remarketing, the Securities will not bear cash interest and will instead yield interest (the "Reset Yield") at the yield necessary, in the judgment of the Remarketing Agents, for the Securities to trade at a price equal to 100% of the accreted principal amount thereof as of December 1, 2006. The Reset Yield will be based on bids from at least three independent nationally recognized securities dealers selected by the Remarketing Agents. If the Remarketing Agents are not able to obtain such bids, the Reset Yield will be 1.85% per annum.

By approximately 4:30 p.m., New York City time, on December 1, 2006, the Remarketing Agents will notify American Express, the Trustee, the Paying Agent and DTC of the Reset Rate or Reset Yield, as the case may be, on the Securities. American Express will also issue a press release through Reuters Economic Services and Bloomberg Business News or other reasonable means of distribution stating the Reset Rate or Reset Yield and publish such information on its website.

Rights of Holders of Securities in Event of Failed Remarketing

If, by 4:00 p.m., New York City time, on December 1, 2006, the Remarketing Agents are unable to remarket all Securities for which no Notice to Opt Out of Remarketing has been delivered or a condition precedent in the remarketing shall not have been fulfilled, a "Failed Remarketing" will have occurred.

If a Failed Remarketing occurs on December 1, 2006, you will have the right to require American Express to purchase all or a portion of your Securities on December 1, 2006 equal to 100% of the accreted principal amount as of December 1, 2006, plus accrued and unpaid interest to but excluding December 1, 2006. You will be deemed to have exercised your right to require American Express to purchase the aggregate original principal amount of your Securities subject to remarketing, unless you elected not to participate in the remarketing by delivering a Notice to Opt Out of Remarketing. In that case, you must notify the Paying Agent on or prior to November 30, 2006 of the aggregate original principal amount of Securities you want American Express to repurchase in the event of a Failed Remarketing.

American Express will issue a notice of Failed Remarketing through Reuters Economic Services and Bloomberg Business News or other reasonable means of distribution and will publish such notice on its website. Such notice will state the aggregate original principal amount of Securities that American Express will repurchase as required by the Indenture.

Purchase of Remarketed Securities by American Express

American Express may submit an order to purchase some or all of the Securities available to be remarketed. American Express will retire all the Securities it purchases in the remarketing.

Redemption of Securities

Notice is hereby given that American Express Company will redeem all of the Securities on December 1, 2006 (the "Redemption Date"), unless, as provided in Section 10.01 of the Indenture, a Remarketing Reset Event (as described above) has occurred. The Securities will be redeemed at a redemption price (the "Redemption Price") equal to 100% of the accreted principal amount of the Securities as of the Redemption Date (the "Redemption Price"). Accrued and unpaid interest on the Securities otherwise payable on December 1, 2006 will be paid to the holders of record of the Securities as of November 15, 2006. Unless the Company defaults in paying the Redemption Price on the Redemption Date, interest on the Securities called for redemption will cease to accrue on and after the Redemption Date. Securities called for redemption must be surrendered for payment at the office of the Paying Agent listed below.

AS PROVIDED IN THE INDENTURE, THE SECURITIES MAY NOT BE REDEEMED IF A REMARKETING RESET EVENT OCCURS. ACCORDINGLY, IF A REMARKETING RESET EVENT OCCURS, THE FOREGOING NOTICE OF REDEMPTION WILL NOT BE EFFECTIVE AND WE WILL RETURN ANY SECURITIES SURRENDERED FOR CONVERSION TO THE APPLICABLE HOLDER AND THE PROCEDURES RELATING TO A REMARKETING RESET EVENT DESCRIBED ABOVE WILL APPLY TO THOSE SECURITIES. ACCORDINGLY, EVEN IF YOU SURRENDER YOUR SECURITIES FOR CONVERSION, YOU SHOULD DECIDE WHETHER YOU WISH TO PARTICIPATE IN THE REMARKETING IF THAT SHOULD OCCUR. IF YOU DO NOT WANT TO PARTICIPATE, YOU SHOULD SUBMIT TO THE PAYING AGENT A NOTICE TO OPT OUT OF REMARKETING, AND IF YOU WANT AMERICAN EXPRESS TO REPURCHASE YOUR SECURITIES IN THE EVENT OF A FAILED REMARKETING, YOUR NOTICE OF SUCH ELECTION.

At any time prior to the close of business on November 30, 2006, holders may surrender their Securities for conversion in accordance with the requirements set forth in the applicable provisions of the Securities. The Conversion Rate will be determined by reference to the "Applicable Stock Price", or the average of the closing sales prices per share of the Company's common stock over the 10 trading day period starting on the third trading day following the date on which a holder tenders its Securities for conversion in accordance with the Indenture (the "Conversion Date"). If the Applicable Stock Price is less than or equal to the current Base Conversion Price of $60.32 per share, the Conversion Rate will be 16.5793 shares per $1,000 original principal amount of the Securities and, if the Applicable Stock Price is more than $60.32 per share, will increase in accordance with a formula set forth in the Indenture up to a maximum Conversion Rate of 26.0809 shares per $1,000 original principal amount of Securities. ON OR FOLLOWING THE REDEMPTION DATE AND OTHERWISE IN ACCORDANCE WITH THE INDENTURE, HOLDERS THAT TENDER THEIR SECURITIES FOR CONVERSION WILL RECEIVE CASH EQUAL TO THE ACCRETED PRINCIPAL AMOUNT OF THE CONVERTED SECURITIES AND, IF THE APPLICABLE STOCK PRICE IS MORE THAN $60.32 PER SHARE, A CERTIFICATE FOR THE NUMBER OF WHOLE SHARES ISSUABLE UPON CONVERSION IN EXCESS OF THE ACCRETED PRINCIPAL AMOUNT OF THE SECURITIES AND CASH IN LIEU OF ANY FRACTIONAL SHARES.

Accrued and unpaid interest on Securities surrendered for conversion prior to the close of business on November 15, 2006 shall be deemed paid in full through the delivery of the cash and, if applicable, common stock at settlement as described above.

Beneficial owners of the Securities should contact the bank, broker, dealer, trust company or other nominee through which it owns the Securities to determine the applicable procedures for taking the actions described in this notice. For additional information or to deliver the notices described herein, please use the following addresses:

Paying Agent                    <
Conversion Agent
U.S. Bank National Association  <
U.S. Bank National Association
Corporate Trust Services        <
Attention: Lori Buckles
P.O. Box 64111                  <
P.O. Box 64111
St. Paul, Minnesota 55164-0111  <
St. Paul, Minnesota 55164-0111
                                <
Phone: [phone]

If a Remarketing Reset Event occurs, the Securities to be remarketed will be sold only in connection with the delivery of a remarketing prospectus supplement and accompanying prospectus to be filed with the Securities and Exchange Commission (the "SEC"). A copy of the remarketing prospectus supplement and accompanying prospectus, when available, may be obtained at no charge, from the SEC's website at www.sec.gov, the American Express website at www.americanexpress.com, or from American Express Investor Relations at 212-640-5711 or 212-640-5574. The remarketing prospectus supplement and any other relevant documents filed with the SEC will contain important information that should be read carefully before any decision is made to purchase Securities in the remarketing.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Securities in the remarketing in any state or other jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.