-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FkL+TW8wo0OBPdI/N5l7wWOzG4JJwjw4apLvfMLpZ2lmKkjNw0Zdlfwo3WTputk/
 JsK547SjrGlcwVirWCNlbA==

<SEC-DOCUMENT>0000950117-01-000517.txt : 20010319
<SEC-HEADER>0000950117-01-000517.hdr.sgml : 20010319
ACCESSION NUMBER:		0000950117-01-000517
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010423
FILED AS OF DATE:		20010316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN EXPRESS CO
		CENTRAL INDEX KEY:			0000004962
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				134922250
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-07657
		FILM NUMBER:		1569943

	BUSINESS ADDRESS:	
		STREET 1:		AMERICAN EXPRESS TWR WORLD FINANCIAL CN
		STREET 2:		200 VESEY ST 49TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10285
		BUSINESS PHONE:		2126402000

	MAIL ADDRESS:	
		STREET 1:		AMERICAN EXPRESS TOWER
		STREET 2:		200 VESEY ST 49TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10285
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMERICAN EXPRESS COMPANY DEF 14A
<TEXT>









<PAGE>

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

   Filed by the registrant [X]
   Filed by a party other than the registrant [ ]
   Check the appropriate box:
   [ ]  Preliminary proxy statement
   [X]  Definitive proxy statement
   [ ]  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)

   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 transactions applies:

- --------------------------------------------------------------------------------

        (3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11:

- --------------------------------------------------------------------------------

        (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:

- --------------------------------------------------------------------------------













<PAGE>
                                     [Logo]

                            AMERICAN EXPRESS COMPANY

                               -------------------

                         2001 NOTICE OF ANNUAL MEETING
                                      AND
                                PROXY STATEMENT







<PAGE>

[LOGO]                 AMERICAN EXPRESS COMPANY
                       200 VESEY STREET
                       NEW YORK, NEW YORK 10285

                                   NOTICE OF
                         ANNUAL MEETING OF SHAREHOLDERS

<TABLE>
<S>                                <C>
DATE..............................  Monday, April 23, 2001 at
                                    10:00 A.M.

PLACE.............................  American Express Company
                                    200 Vesey Street, 26th floor
                                    New York, New York 10285

ITEMS OF BUSINESS.................  (1) To elect Directors.

                                    (2) To ratify our selection of
                                        Ernst & Young LLP as our
                                        independent auditors for 2001.

                                    (3) To vote on a shareholder
                                        proposal relating to rotating the
                                        location of our annual
                                        shareholders meeting, which
                                        our Board of Directors
                                        opposes.

                                    (4) To transact such other
                                        business that may properly come
                                        before the meeting.

RECORD DATE.......................  You can vote if you are a
                                    shareholder of record on March 6,
                                    2001.
</TABLE>

                                                           /s/ STEPHEN P. NORMAN

                                                               STEPHEN P. NORMAN
                                                                       Secretary

March 14, 2001










<PAGE>
                         TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                           PAGE
                                                           ----
<S>                                                        <C>
General Information......................................    1
Voting Information.......................................    1
Board and Committee Governance...........................    5
    Report of the Audit Committee........................    6
Compensation of Directors................................    8
Ownership of Our Common Shares...........................   11
Item 1 -- Election of Directors..........................   13
Item 2 -- Selection of Auditors..........................   16
Item 3 -- Shareholder Proposal...........................   17
Executive Compensation...................................   18
    Compensation Committee Report on Executive
      Compensation.......................................   18
Certain Transactions.....................................   40
Section 16(a) Beneficial Ownership Reporting
  Compliance.............................................   41
Directors and Officers Liability Insurance...............   42
Requirements, Including Deadlines for Submission of Proxy
Proposals, Nomination of Directors and Other Business of
Shareholders.............................................   42
Exhibit A -- Audit Committee Charter.....................   44
</TABLE>









<PAGE>

[Logo]                 AMERICAN EXPRESS COMPANY
                       200 VESEY STREET
                       NEW YORK, NEW YORK 10285

                                                                  March 14, 2001

                                PROXY STATEMENT

                              GENERAL INFORMATION
- ------------------------------------------------------------------------------

    We are providing these proxy materials to you in connection with the
solicitation of proxies by the Board of Directors of American Express Company
for the 2001 Annual Meeting of Shareholders and for any adjournment or
postponement of the meeting. In this Proxy Statement, we refer to American
Express Company as 'the Company,' 'we' or 'us.'

    We are holding the Annual Meeting at 10:00 a.m. on Monday, April 23, 2001
and invite you to attend in person. If you need special assistance at the
meeting because of a disability, please call Stephen P. Norman, our Corporate
Secretary, at (212) 640-5583.

    The Company has arranged for live audio of the 2001 Annual Meeting to be
accessible to the general public on the American Express website at
http://ir.americanexpress.com. A replay of the meeting's audio webcast will also
be available at the same website address.

    We intend to mail this Proxy Statement and proxy card to shareholders
starting on or about March 16, 2001.

                               VOTING INFORMATION
- ------------------------------------------------------------------------------

RECORD DATE

    You may vote all shares that you own as of March 6, 2001, which is the
record date for the Annual Meeting. On March 6, 2001, we had 1,333,238,520
common shares outstanding. Each common share is entitled to one vote on each
matter properly brought before the meeting.

OWNERSHIP OF SHARES

    You may own common shares either (1) directly in your name as the
shareholder of record, which includes shares purchased through our Shareholder's
Stock Purchase Plan (Purchase Plan) and restricted share awards (RSAs) issued
under our long-term incentive plans for employees or (2) indirectly through a
broker, bank or other holder of record, which includes shares in the American
Express Stock Fund of our Incentive Savings Plan (ISP).





<PAGE>

    If your shares are registered directly in your name, you are the holder of
record of these shares and we are sending these proxy materials directly to you.
As the holder of record, you have the right to give your proxy directly to us or
to vote in person at the meeting. If you hold your shares in a brokerage account
or through a bank or other holder of record, you hold the shares in 'street
name,' and your broker, bank or other holder of record is sending these proxy
materials to you. As a holder in street name, you have the right to direct your
broker, bank or other holder of record how to vote by filling out a voting
instruction form. Regardless of how you hold your shares, we invite you to
attend the meeting.

HOW TO VOTE

    Your vote is important. We encourage you to vote promptly. You may vote in
one of the following ways:

    BY TELEPHONE. If you are located in the U.S., you can vote your shares by
calling the toll-free telephone number on your proxy card. You may vote by
telephone 24 hours a day through Friday, April 20, 2001. The telephone voting
system has easy-to-follow instructions and allows you to confirm that the system
has properly recorded your votes. If you vote by telephone, you do not need to
return your proxy card. If you are an owner in street name, please follow the
instructions that accompany your proxy materials.

    BY INTERNET. You can also vote your shares by the Internet. Your proxy card
indicates the web site you may access for Internet voting. You may vote by the
Internet 24 hours a day through Friday, April 20, 2001. As with telephone
voting, you will be able to confirm that the system has properly recorded your
vote. If you are an owner in street name, please follow the instructions that
accompany your proxy materials. You may incur costs such as telephone and
Internet access charges if you vote by the Internet.

    BY MAIL. If you are a holder of record, you can vote by marking, dating and
signing your proxy card and returning it by mail in the enclosed postage-paid
envelope. If you hold your shares in street name, please complete and mail the
voting instruction card.

    AT THE ANNUAL MEETING. The way you vote your shares now will not limit your
right to change your vote at the Annual Meeting if you attend in person. If you
hold your shares in street name, you must obtain a proxy, executed in your
favor, from the holder of record if you wish to vote these shares at the
Meeting.

    All shares that have been properly voted and not revoked will be voted at
the Annual Meeting. If you sign and return your proxy card

2





<PAGE>

without any voting instructions, your shares will be voted as our Board of
Directors recommends.

    REVOCATION OF PROXIES. You can revoke your proxy at any time before your
shares are voted if you (1) submit a written revocation to our Secretary,
Stephen P. Norman, (2) submit a later-dated proxy (or voting instructions if you
hold shares in street name), (3) provide subsequent telephone or Internet voting
instructions or (4) vote in person at the Annual Meeting.

SHARES HELD UNDER PLANS

    If you participate in the Purchase Plan, your proxy card shows the number of
shares enrolled in that plan as well as any shares you have acquired through
dividend reinvestment. If you participate in the ISP, your proxy card may
include shares that the plan has credited to your account. To allow sufficient
time for the ISP trustee to vote, the trustee must receive your voting
instructions by April 17, 2001. If the ISP trustee does not receive your
instructions by that date, the trustee will vote your shares in the same
proportion of votes that the trustee receives from other ISP participants.

CONFIDENTIAL VOTING

    We maintain the confidentiality of the votes of individual shareholders. We
do not disclose these votes to any member of management, except if we must
disclose them for legal reasons. However, if a shareholder writes a comment on
the proxy card, we will forward the comment to management. In reviewing the
comment, management may learn how the shareholder voted. In addition, the
Inspectors of Election and selected employees of our independent tabulating
agent may have access to individual votes in the normal course of counting and
verifying the vote.

QUORUM AND REQUIRED VOTE

    QUORUM. We will have a quorum and will be able to conduct the business of
the Annual Meeting if the holders of a majority of the votes that shareholders
are entitled to cast are present at the Meeting, either in person or by proxy.

    VOTES REQUIRED FOR PROPOSALS. To elect directors and adopt the other
proposals, the following proportion of votes is required:

     -- To elect the Directors, a plurality of the votes cast.

     -- To ratify the selection of our auditors and to adopt the shareholder
        proposal, the affirmative vote of a majority of the votes cast.

                                                                               3





<PAGE>

    ROUTINE AND NON-ROUTINE PROPOSALS. New York Stock Exchange rules determine
whether proposals presented at shareholder meetings are routine or not routine.
If a proposal is routine, a broker or other entity holding shares for an owner
in street name may vote for the proposal without voting instructions from the
owner. If a proposal is not routine, the broker or other entity may vote on the
proposal only if the owner has provided voting instructions. A broker non-vote
occurs when the broker or other entity is unable to vote on a proposal because
the proposal is not routine and the owner does not provide any instructions.

    The New York Stock Exchange has informed us that the election of directors
and ratification of the selection of our auditors are routine items. The
Exchange has also informed us that the shareholder proposal is not a routine
item.

    HOW WE COUNT VOTES. In determining whether we have a quorum, we count
abstentions and broker non-votes as present and entitled to vote.

    In counting votes on the proposals:

     -- We do not count abstentions or broker non-votes as votes cast for the
        election of Directors, but we do count votes withheld for one or more
        nominees as votes cast.

     -- We do not count abstentions as votes cast on our proposal to ratify the
        selection of auditors or the shareholder proposal. Nor do we count
        broker non-votes as votes cast on the shareholder proposal. Abstentions
        and broker non-votes will have no impact on the outcome of these
        proposals.

MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS

    In accordance with a notice sent earlier this year to certain street-name
shareholders who share a single address, we are sending only one annual report
and proxy statement to that address unless we received contrary instructions
from any shareholder at that address. This practice, known as 'householding,' is
designed to reduce our printing and postage costs. However, if any shareholder
residing at such an address wishes to receive a separate annual report or proxy
statement in the future, they may telephone the Secretary at (212) 640-5583 or
write to him at 200 Vesey Street, New York, New York 10285-5005. If you are
receiving multiple copies of our annual report and proxy statement, you can
request householding by contacting the Secretary in the same manner.

COST OF PROXY SOLICITATION

    We will pay the expenses of soliciting proxies. Our Directors, officers or
employees may solicit proxies for us in person, or by

4





<PAGE>

telephone, facsimile or electronic transmission. We have hired Morrow & Co. to
help us distribute and solicit proxies. We will pay Morrow $17,500 plus expenses
for these services.

                         BOARD AND COMMITTEE GOVERNANCE
- ------------------------------------------------------------------------------

    Our business is managed under the direction of the Board of Directors.
Except for Messrs. Golub and Chenault, none of our Board members is employed by
the Company. The Board limits membership of the Audit Committee, Compensation
and Benefits Committee and Committee on Directors to non-employee Directors. We
keep Board members informed of our business through discussions with management,
materials we provide to them, visits to our offices and their participation in
Board and Board committee meetings.

    During 2000, the Board of Directors met nine times. The Board of Directors
has six committees. All our Directors, except for Mr. Lewis and Mr. McGinn,
attended 75 percent or more of the meetings of the Board and Board committees on
which they served in 2000.

    This table lists our committees, the Directors who currently serve on them
and the number of committee meetings held in 2000.

                         MEMBERSHIP ON BOARD COMMITTEES

<TABLE>
<CAPTION>
                                                        COMMITTEE
                                         COMPENSATION       ON                      PUBLIC
NAME                   AUDIT   FINANCE   AND BENEFITS   DIRECTORS   EXECUTIVE   RESPONSIBILITY
<S>                    <C>     <C>       <C>            <C>         <C>         <C>
Mr. Akerson              C        M                                     M
Mr. Artzt                M        M
Mr. Bowen                M                                              M             C
Mr. Chenault                      M
Mr. Golub                                                               C
Ms. Greenough                                  M                                      M
Mr. Johnson              M        M                         M
Mr. Jordan                                                  C           M             M
Mr. Leschly                                    M                                      M
Mr. McGinn                        M            M            M
Mr. Popoff                                     C                        M             M
2000 Meetings            7        3            4            1           0             2
      C = Chair
      M = Member
</TABLE>

    AUDIT COMMITTEE. All members of the Audit Committee are independent
directors as defined in the listing standards of The New York Stock Exchange.
The Board of Directors has approved a written charter governing the Committee, a
copy of which is attached to this proxy statement as Exhibit A. The functions of
the Committee are

                                                                               5





<PAGE>

described in this charter and in the following Report of the Audit Committee.

                         REPORT OF THE AUDIT COMMITTEE

    The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Company's financial reporting process. Management has the
primary responsibility for the financial statements and the reporting process,
including the systems of internal controls. The independent auditors are
responsible for auditing the Company's financial statements and expressing an
opinion as to their conformity to accounting principles generally accepted in
the United States.

    In the performance of its oversight function, the Audit Committee has
reviewed and discussed with management and the independent auditors the
Company's audited financial statements. The Audit Committee also has discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61 relating to communication with audit committees. In
addition, the Audit Committee has received from the independent auditors the
written disclosures and letter required by Independence Standards Board Standard
No. 1 relating to independence discussions with audit committees, has discussed
with the independent auditors their independence from the Company and its
management, and has considered whether the independent auditor's provision of
non-audit services to the Company is compatible with maintaining the auditor's
independence.

    The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting. These meetings without management present are
held at least once each year, but generally more frequently.

    In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the Company's audited financial statements be included in the Company's
2000 Annual Report to Shareholders and Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.

                               AUDIT COMMITTEE

                               Daniel F. Akerson, Chairman
                               Edwin L. Artzt
                               William G. Bowen
                               F. Ross Johnson

6





<PAGE>

    COMPENSATION AND BENEFITS COMMITTEE. The Compensation and Benefits Committee
has overall responsibility for our executive officer and other compensation and
benefit programs. The Committee may hire and consult with independent advisors.
The Committee also:

     -- approves the compensation of certain key employees and makes
        recommendations to the Board as required;

     -- evaluates the performance of the Chief Executive Officer;

     -- reviews senior management development programs and appraises senior
        management performance;

     -- approves material changes to our incentive compensation and benefit
        plans and policies; and

     -- carries out the Board's responsibilities under our pension, savings and
        welfare benefit plans and appoints management employees to serve on the
        committees that are responsible for the administration of these plans
        and the management of plan assets.

    COMMITTEE ON DIRECTORS. The Committee on Directors considers and makes
recommendations to the Board concerning board composition and performance. The
Committee:

     -- recommends individuals for election to the Board and the duties and
        membership of Board committees;

     -- advises the Board on the factors it should consider in selecting
        Directors;

     -- advises the Board on compensation we pay to our outside Directors and
        retirement policies we apply to Board members;

     -- recommends ways for the Board to evaluate its performance and approves
        procedures for training and orientation of new Board members; and

     -- considers candidates for election to the Board that shareholders
        recommend in accordance with the requirements we provide on pages 42-43.

    EXECUTIVE COMMITTEE. The Executive Committee may meet instead of the full
Board if the Board needs to take action on a significant matter but is unable to
convene a full meeting on short notice.

    FINANCE COMMITTEE. The Finance Committee oversees our investment programs
and reviews our capital needs. The Committee:

     -- considers our investment strategies in light of dynamic economic and
        market conditions;

     -- reviews with management our need for capital and how we allocate it;

     -- reviews our dividend policies with management; and

     -- consults with management when we consider important transactions, such
        as acquiring other businesses, obtaining loans or issuing securities.

                                                                               7





<PAGE>

    PUBLIC RESPONSIBILITY COMMITTEE. The Public Responsibility Committee reviews
our practices that affect the communities we work in or the public interest in
general. For example, the Committee considers our consumer policies, our
charitable giving programs, the ways we create employment opportunities for
minorities and women, and how we safeguard confidential information about our
customers.

                           COMPENSATION OF DIRECTORS
- ------------------------------------------------------------------------------

FEES AND EXPENSES

    In 2000, we paid each non-employee Director compensation for Board service
as follows:

     -- an annual retainer of $64,000, which we reduce by $16,000 if the
        Director does not attend at least 75 percent of our Board meetings and
        meetings of the committees on which the Director serves;

     -- an annual retainer of $10,000 for a Director who is a committee
        chairperson; and

     -- customary reimbursement of expenses for attending Board, committee and
        shareholder meetings.

    We do not pay Directors who are also our employees any additional
compensation for serving as a Director.

STOCK PLANS

    We have two stock-related plans for our non-employee Directors that link a
portion of their compensation to our share price performance. These plans are
the Directors' Stock Option Plan and the Directors' Stock Plan.

    DIRECTORS' STOCK OPTION PLAN. We make an annual 3,000-share stock option
grant to each non-employee Director on the date of the Annual Meeting of
Shareholders. In 2000 we made this grant to each of our 11 non-employee
Directors elected on that day, nine of whom are also current nominees. The 2000
grant has these features:

     -- The exercise price is $48.85 per share, which was the market price of
        our common shares on the date we made the grant.

     -- Directors may exercise the option for up to ten years.

     -- Directors may exercise one-third of the grant after one year, two-thirds
        after two years and the full grant after three years.

     -- Directors may transfer the option to family members so long as the
        Director remains responsible for the payment of taxes when the
        transferee exercises the option.

    DIRECTORS' STOCK PLAN. We make an annual grant of 600 common shares to each
non-employee Director for service in the prior year. In two instances we will
grant fewer than 600 shares: (1) we will grant


8





<PAGE>

450 shares to any Director who attends less than 75 percent of all Board and
committee meetings in the prior year and (2) we will grant 300 shares to any
Director who joined the Board after July 1 of the prior year. In 2000 we granted
600 common shares to nine Directors and 450 shares to two Directors who attended
less than 75 percent of all Board and Committee meetings.

DEFERRED COMPENSATION PLAN

    Non-employee Directors may elect to defer the receipt of their cash
compensation until a later date. Participating Directors may invest their
deferred amounts in two ways: (1) in a cash account that earns interest based on
our return on equity or (2) in a stock account that we value according to the
performance of our common shares, including reinvested dividends. Five
Directors currently participate in the plan. On page 11 we show the number of
common share equivalent units we have credited thus far to the Directors who
invest in the stock account.

RETIREMENT BENEFITS

    We offer no retirement benefits to non-employee Directors who were elected
after March 31, 1996. However, we pay a retirement benefit to Directors who
(1) began their Board service on or before March 31, 1996, (2) have served on
our Board for at least five years and (3) have never been our employees. The
retirement benefit consists of a payment of $30,000 per year for each year a
Director served on the Board. We will not make payments past a Director's death.
We may provide retirement benefits to Directors who do not qualify under this
plan, but have never done so and have no plans to change this practice. Seven of
the current Directors are eligible to receive retirement benefits.

INSURANCE

    We provide our non-employee Directors with group term life insurance
coverage of $50,000 and accidental death and dismemberment insurance coverage of
$300,000. Directors may purchase $50,000 of additional group term life
insurance. In 2000 six current Directors purchased this additional insurance.

DIRECTORS' CHARITABLE AWARD PROGRAM

    One way we promote charitable giving is through our Directors' Charitable
Award Program. Under this program we purchase life insurance on the lives of
participating Directors and advisors to the Board. We will receive a $1,000,000
benefit upon the death of a Director and $500,000 upon the death of an advisor.
We expect to donate one-half of the benefit to the American Express Foundation
for charitable purposes and one-half directly to the charitable organization
that the Director or advisor recommends. The program does not provide

                                                                               9





<PAGE>

any financial benefit to Directors or advisors and we bear only nominal cost in
running it. In addition, our donation of the death benefits to the Foundation
helps meet the Foundation's funding needs.

OTHER ARRANGEMENTS

    Mr. Jordan has been of counsel to the law firm of Akin, Gump, Strauss, Hauer
& Feld, L.L.P. since January 2000. The firm provided legal services to us in
2000 and is providing services to us in 2001 at customary rates.

10








<PAGE>

                         OWNERSHIP OF OUR COMMON SHARES
- ------------------------------------------------------------------------------

    This table shows how many American Express common shares certain individuals
and entities beneficially owned on March 6, 2001. These individuals and entities
include: (1) owners of more than 5% of our outstanding common shares; (2) our
current Directors; (3) the five executive officers named in the compensation
tables on pages 26-32 and (4) all current Directors and executive officers as a
group. A person has beneficial ownership over shares if the person has voting or
investment power over the shares or the right to acquire such power within 60
days. Investment power means the power to direct the sale or other disposition
of the shares. Each person has sole voting and investment power over the shares,
except as we describe below. The table also shows the number of common share
equivalent units we have credited to Directors under the Deferred Compensation
Plan.

<TABLE>
<CAPTION>
                           NUMBER OF SHARES     RIGHT TO    COMMON SHARE   PERCENT OF
NAME                        OWNED(2)(3)(4)     ACQUIRE(5)   EQUIVALENTS     CLASS(%)
- ----                       ----------------    ----------   ------------   ----------
<S>                        <C>                 <C>          <C>            <C>
Warren Buffett,
 Berkshire Hathaway Inc.
 and subsidiaries
 1440 Kiewit Plaza
 Omaha, Nebraska 68131....   151,610,700(1)           --           --        11.37%
Daniel F. Akerson.........        38,427           9,000       16,172           --
Edwin L. Artzt............        28,523           9,300           --           --
William G. Bowen..........        36,747          12,000           --           --
Kenneth I. Chenault.......       834,218       1,565,517           --         0.18%
James M. Cracchiolo.......       160,888         315,250           --         0.04%
Harvey Golub..............     2,105,906       2,709,036           --         0.36%
Beverly Sills Greenough...        22,080          15,000           --           --
F. Ross Johnson...........        61,567          25,260           --         0.01%
Vernon E. Jordan, Jr. ....        31,106          15,000       40,499           --
Alfred F. Kelly, Jr. .....       122,770         178,208           --         0.02%
Jan Leschly...............        72,923           9,000           --         0.01%
Jonathan S. Linen.........       583,524(6)    1,232,175           --         0.14%
Richard A. McGinn.........         4,360           3,000           --           --
Frank P. Popoff...........        31,393           9,003        2,700           --
All current Directors and
 executive officers
 (23 individuals).........     4,872,086(7)    9,480,823           --         1.08%
</TABLE>

- ---------
(1) Based on information Berkshire Hathaway Inc. (Berkshire) provided to us as
    of December 31, 2000.

   Of the shares listed in the table, National Indemnity Company beneficially
   owns 120,255,879 shares. National Indemnity is a subsidiary of Berkshire. Mr.
   Buffett, Berkshire and the subsidiaries of Berkshire share voting and
   investment power over the shares. Mr. Buffett, his spouse and a trust for
   which Mr. Buffett is trustee own 33.5% of the equity of Berkshire. As a
   result of this ownership

                                                                              11





<PAGE>

   position in Berkshire, Mr. Buffett may be considered the beneficial owner of
   the shares that Berkshire beneficially owns.

   In 1995 we signed an agreement with Berkshire designed to ensure that
   Berkshire's investment in our company will always be passive. The agreement
   remains in effect so long as Berkshire owns 10% or more of our voting
   securities. Berkshire made similar commitments to the Board of Governors of
   the Federal Reserve System. Berkshire and its subsidiaries have also agreed
   to follow our Board of Directors' recommendation in voting Company common
   shares they own so long as Ken Chenault is our Chief Executive Officer and
   Berkshire owns 5% or more of our voting securities. With certain exceptions,
   Berkshire and its subsidiaries may not sell Company common shares to any
   person who owns more than 5% of our voting securities or who attempts to
   change the control of the Company.

(2) This column includes shares held in employee benefit plan accounts on
    December 31, 2000 as follows:

<TABLE>
<CAPTION>
                                     NUMBER OF SHARES
NAME                                 IN PLAN ACCOUNTS
- ----                                 ----------------
<S>                                  <C>
H. Golub...........................        2,302
K.I. Chenault......................       15,849
J.M. Cracchiolo....................        4,390
A.F. Kelly, Jr. ...................        4,129
J.S. Linen.........................       43,994
All current Directors and
  executive officers...............      101,273
</TABLE>

    This column also includes shares held in trust, as follows:

<TABLE>
<CAPTION>
                                     NUMBER OF SHARES
TRUSTEE                               HELD IN TRUST
- -------                              ----------------
<S>                                  <C>
H. Golub...........................      217,125
K.I. Chenault......................       52,109
J.S. Linen.........................      152,071
</TABLE>

(3) Certain individuals in the table have disclaimed beneficial ownership of
    shares. This table does not include these shares, which are held as follows:

     -- Mr. Golub owns 1,191 shares as custodian for his son.

     -- Mr. Golub's wife owns 27,495 shares as trustee or custodian for their
        son.

     -- Mr. Chenault and his wife are general partners of a limited partnership
        that owns 40,764 shares.

     -- Mr. Chenault's wife owns 45,846 shares on her own behalf or as trustee
        or custodian for their children.

12





<PAGE>

     -- All current Directors and executive officers disclaim beneficial
        ownership over a total of 116,406 shares.

(4) Certain executive officers hold restricted shares which we include in this
    column. The executive may vote the restricted shares, but may not sell or
    transfer them during the restricted period. These restrictions lapse over a
    period of years ending in 2006. The individuals in the table hold the
    following number of restricted shares:

<TABLE>
<CAPTION>
                                         NUMBER OF
NAME                                 RESTRICTED SHARES
- ----                                 -----------------
<S>                                  <C>
H. Golub...........................        15,112
K.I. Chenault......................       245,334
J.M. Cracchiolo....................        90,000
A.F. Kelly, Jr. ...................        93,900
All executive officers.............       735,346
</TABLE>

(5) These are shares that may be acquired by exercising stock options.

(6) Includes 1,296 shares owned by children of Mr. Linen. Mr. Linen is one of
    our executive officers.

(7) On March 6, 2001, our 23 Directors and executive officers beneficially owned
    14,352,909 shares, or about 1.08% of our outstanding shares. No individual
    in the table beneficially owned more than 1% of our outstanding shares.

                       ITEM 1 -- ELECTION OF DIRECTORS
- ------------------------------------------------------------------------------

    Our Board of Directors currently has 11 members. Each member, except for Mr.
Golub, is standing for re-election, to hold office until the next Annual Meeting
of Shareholders. If during the year a Director resigns or retires, the Board of
Directors, with input from the Committee on Directors, may elect another
Director as a replacement. The Board may add new members during the year based
on a number of factors, such as the size of the Board and the Board's desire to
add fresh perspectives or expertise. On November 28, 2000, Drew Lewis resigned
from the Board of Directors, and on March 7, 2001, Robert Crandall resigned from
the Board of Directors.

    The Board has appointed Gary L. Crittenden, Stephen P. Norman and Louise M.
Parent as the proxy committee who will vote your shares on your behalf. Their
names appear on the proxy card. These individuals intend to vote for the
election of each of the 10 nominees unless you indicate on the proxy card or
voting instructions that your vote is withheld from any or all of the nominees.
The telephone and Internet voting procedures will include instructions on how to
withhold your vote from any or all nominees. We expect that each nominee will be
able to

                                                                              13





<PAGE>

serve if elected as a Director. However, if any nominee is not able to serve,
the persons named as proxies may vote for another person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AS
DIRECTORS.

    We describe below the principal occupation (within brackets) and other
information about our nominees.

DANIEL F. AKERSON                               Director since 1995       Age 52

[Chairman and Chief Executive Officer, XO Communications, Inc.], a company that
provides high-quality broad-band communications services to businesses over
fiber optic facilities, September 1999 to present. Chairman, Nextel
International, Inc., an international digital wireless communications company,
February 2001 to present. Chairman and Chief Executive Officer, Nextel
Communications, Inc., March 1996 to August 1999. Member, Board of Directors,
Nextel Communications, Inc., and AOL-Time Warner, Inc.

EDWIN L. ARTZT                                  Director since 1994       Age 70

[Retired Chairman of the Board and Chief Executive Officer of The Procter &
Gamble Company], a worldwide consumer products company. Chairman of the
Executive Committee, 1995 to September 1999, Chairman of the Board and Chief
Executive, 1990 to 1995. Chairman of the Board, Spalding Holdings Corp.
Director, Delta Air Lines, Inc., Evenflo Co. and the LPGA. Member, The
Business Council.

WILLIAM G. BOWEN                                Director since 1988       Age 67

[President, The Andrew W. Mellon Foundation], a not-for-profit corporation
engaged in philanthropy, 1988 to present. Former President, Princeton
University. Director, Merck, Inc. Member, Board of Overseers, TIAA-CREF.
Chairman, JSTOR.

KENNETH I. CHENAULT                             Director since 1997       Age 49

[Chief Executive Officer, American Express Company], January 2001 to present.
President and Chief Operating Officer, February 1997 to January 2001. Vice
Chairman, January 1995 to February 1997. Director, American Express Bank, Ltd.,
International Business Machines Corporation, the National Collegiate Athletic
Association and the Arthur Ashe Institute for Urban Health. Trustee, Mount Sinai
NYU Health. Member, Council on Foreign Relations, The Business Round Table and
The Business Council.

14





<PAGE>

BEVERLY SILLS GREENOUGH                         Director since 1990       Age 71

[Chairman, Lincoln Center for the Performing Arts], 1994 to present. Managing
Director, Metropolitan Opera, 1991 to present. Former General Director and
President, New York City Opera. Director, Human Genome Sciences, Inc. and
Lincoln Center Theater. Member, Board of Trustees, Hospital for Special Surgery
and Chairman, National Society for Multiple Sclerosis.

F. ROSS JOHNSON                                 Director since 1986       Age 69

[Chairman and Chief Executive Officer, RJM Group], a management advisory and
investment firm, 1989 to present. Director, Power Corporation of Canada, Archer
Daniels Midland Company and Gendis, Inc. Former Chairman, Economic Club of New
York. Retired Chairman, RJR/Nabisco, Inc.

VERNON E. JORDAN, JR.                           Director since 1977       Age 65

[Senior Managing Director, Lazard Inc.], an investment banking firm, January
2000 to present. Of counsel, Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
attorneys, Washington, D.C. and Dallas, Texas, January 2000 to present and
Senior Partner, 1982 to 1999. Director, Callaway Golf Company, Inc., Clear
Channel Inc., Dow Jones & Company, Inc., FirstMark Communications International
LLC, J.C. Penney Company Inc., Revlon Group, Inc., Ryder Systems, Inc., Sara Lee
Corporation and Xerox Corporation. Trustee, Howard University.

JAN LESCHLY                                     Director since 1997       Age 60

[Chairman and Chief Executive Officer, Care Capital LLC], a private equity firm,
May 2000 to present. Chief Executive and Director, SmithKline Beecham, a company
that develops and markets pharmaceuticals and over-the-counter medicines, 1994
to May 2000. Director, Viacom, Inc., The Maersk Group and Ventro Corporation.
Chairman, International Tennis Hall of Fame. Member, Advisory Board of Daimler
Chrysler. Member, Emory University Business School Dean's Advisory Council and
The Business Council.

RICHARD A. MCGINN                               Director since 1998       Age 54

[Former Chairman and Chief Executive Officer, Lucent Technologies, Inc.], a
company that develops and manufactures communications systems and software,
Chairman and Chief Executive Officer, 1996 to October 2000. Executive Vice
President of AT&T Corp. and Chief Executive Officer of AT&T Network Systems
Group, 1994 to 1996. Director, Oracle Corporation.

                                                                              15





<PAGE>

FRANK P. POPOFF                                 Director since 1990       Age 65

[Former Chairman and Chief Executive Officer, The Dow Chemical Company], a
company that produces chemicals and chemical products; Chairman of the Board,
1995 to November 2000; Chief Executive Officer, 1987 to 1995. Director, Qwest
Communications International Inc., United Technologies Corp., Chemical Financial
Corporation, Shintech, Inc. and Michigan Molecular Institute. Director Emeritus,
Indiana University Foundation. Member, American Chemical Society and The
Business Council.
                        ITEM 2 -- SELECTION OF AUDITORS
- ------------------------------------------------------------------------------

    The Board of Directors has appointed Ernst & Young LLP as our independent
auditors for 2001. We are asking shareholders to ratify the Board's selection.
Ernst & Young LLP and a predecessor firm have served as our independent auditors
since 1975.

AUDIT FEES

    The aggregate fees billed or to be billed by Ernst & Young for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended December 31, 2000 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $7.4 million.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

    The aggregate fees billed by Ernst & Young for services rendered during 2000
for information technology services relating to financial information systems
design and implementation were $6.1 million. These fees were billed by Ernst &
Young Consulting Group prior to its sale on May 27, 2000 to Cap Gemini, a
separate French public company.

ALL OTHER FEES

    The aggregate fees billed by Ernst & Young for services rendered to the
Company during 2000, other than the services described above under 'Audit Fees'
and 'Financial Information Systems Design and Implementation Fees,' were $18.9
million. These fees consisted of $9.4 million for audit-related services,
principally services performed in connection with statutory or regulatory
audits, services relating to business acquisitions and dispositions and
accounting consultations; $4.7 million for tax preparation and advisory
services; and $4.8 million for other advisory services, of which $4.2 million
was billed by Ernst & Young Consulting Group prior to its sale on May 27, 2000
to Cap Gemini.

16





<PAGE>

    Representatives of Ernst & Young will be present at the Annual Meeting to
answer questions. They will also have the opportunity to make a statement if
they wish.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ITS SELECTION
OF ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR 2001.

                         ITEM 3 -- SHAREHOLDER PROPOSAL
- ------------------------------------------------------------------------------

    Mrs. Evelyn Y. Davis, Suite 215, Watergate Office Building, 2600 Virginia
Avenue, N.W., Washington, D.C. 20037, record owner of 444 common shares, has
advised us that she plans to introduce the following resolution:

   RESOLVED: 'That the stockholders of American Express recommend that the Board
   of Directors take the necessary steps to rotate the annual meeting to cities
   where many shareholders are located and/or where the Company has major
   facilities. Cities could include Washington, D.C., Chicago, Boston, Los
   Angeles, Houston and other major cities.'

   REASONS: For many years now American Express has been meeting in New York
   City. At one time many years ago, the Company used to rotate to cities such
   as Minneapolis and San Francisco, but the Company has NOT been rotating in
   recent years.

   'Shareholders in other parts of the country also would like to meet
   management and directors.' We like to suggest that American Express meets
   every third year in New York and the other two years in other major cities.
   'Many major corporations rotate annually.' 'The many problems the Company
   faces make maximum attendance by outside non-employee shareholders most
   desirable.'

   'If you AGREE, please mark your proxy FOR this proposal.'

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL FOR THESE
REASONS:

    The Company's By-laws state that the Company's annual meeting of
shareholders shall be held at the principal offices of the Company or at such
other place as may be chosen by the Board of Directors. This year, as in recent
years, the Board of Directors has chosen to hold the annual meeting at the
Company's principal offices in New York City because the Company's offices are
conveniently located for the largest concentration of the Company's
shareholders, employees and retirees and are well served by many forms of public
and private transportation. The Board of Directors has chosen other meeting
sites in the past and may

                                                                              17





<PAGE>

choose other sites in the future, particularly locations where the Company has a
significant presence, but the Board of Directors objects to the lack of
discretion afforded the Company by the proponent's rotation proposal. The Board
believes it should maintain the flexibility to decide where annual shareholders
meetings should be held based on such factors as convenience to shareholders,
employees and management, as well as cost and security considerations.

                             EXECUTIVE COMPENSATION
- ------------------------------------------------------------------------------

            COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

    The Compensation and Benefits Committee has overall responsibility for
determining the compensation of the Company's executive officers as well as for
other compensation programs. No member of the Committee is an employee of the
Company or participates in any of its executive compensation programs. The
Committee considers data provided by independent compensation consultants.

OBJECTIVES

    The Company has designed its executive compensation programs to:

     -- attract, motivate and retain the most talented executives;

     -- link the financial interests of the Company's executives and its
        shareholders; and

     -- provide rewards for behavior consistent with the Company's values.

    To meet these objectives, the Committee considers objective and subjective
factors in making pay decisions for executive officers of the Company. These
factors range from competitive pay practices to its judgment of business and
individual performance.

EXECUTIVE OFFICER COMPENSATION PROGRAMS AND POLICIES

    COMPENSATION GUIDELINES. The Committee sets executive compensation
guidelines for base salary, annual incentive and long-term incentive awards for
each executive officer position. The Committee uses three factors to set these
guidelines: (1) competitive pay practices, (2) job scope and responsibility and
(3) the Company's need to attract, retain and reward executive talent. The
importance of each factor varies by individual. For 2000 the Committee reviewed
competitive pay practices at approximately 70 companies that compete with the
Company in business or for executive talent. The Standard & Poor's (S&P) 500
Index includes nearly all these companies and the S&P Financial Index includes
approximately one-third of these companies. When the Committee approves
compensation, it considers these guidelines, current

18





<PAGE>

competitive market data and its judgment of Company, business unit and
individual performance as described below.

    BASE SALARY. The Committee reviews possible merit increases in salary every
18 months or longer. During this review the Committee considers the compensation
guideline for the executive officer position and individual performance. The
Committee may also increase the base salary of executives who are promoted or
change jobs within the executive group or in special circumstances.

    ANNUAL INCENTIVE AWARDS. The Company's annual incentive award program
compensates executive officers for annual performance. The Committee approved
2000 annual incentive awards for the named executives in amounts ranging from
1.4 to 2.7 times their annual incentive award guidelines and for all executive
officers in amounts ranging from 1.4 to 2.7 times their annual incentive award
guidelines.

    For 2000 the Company paid 2000 annual incentive awards to nine executive
officers, including the named executives, under an award structure designed to
preserve the Company's tax deductions under the Million Dollar Cap. (The
Company's Million Dollar Cap policy is described on pages 21-22.) In assessing
executive officer performance, the Committee applied an objective formula based
on the Company's 2000 return on equity and growth in earnings per share to
determine the maximum amount payable. The Committee then used its judgment about
annual goal and leadership performance to make actual awards below these maximum
values. The Committee gave equal weight to the goal and leadership categories.
The Company may pay the awards in cash or a combination of cash and restricted
shares.

    The Committee evaluated progress toward goals based on these areas:

     -- Shareholder Value (50% weight). Includes shareholder return, earnings
        growth, revenue growth and return on equity.

     -- Customer Satisfaction (25% weight). Includes customer survey results,
        expansion and retention of customer base and development of products and
        services.

     -- Employee Satisfaction (25% weight). Includes employee survey results and
        the Company's and the business units' success in making progress toward
        long-term, world-class targets.

    The Committee evaluated leadership by considering a variety of factors, such
as innovation, strategic vision, customer focus, management effectiveness,
teamwork, integrity, diversity, developing others and managing change, without
assigning weights to these factors.

    The Company paid to other executive officers 2000 annual incentive awards
that were not tied to a maximum value formula because the

                                                                              19





<PAGE>

Million Dollar Cap limits would not typically apply to their compensation. The
Committee based the annual incentive awards for these executives on the same
goal and leadership factors described above.

    The Committee used similar criteria to evaluate the goal and leadership
performance of Messrs. Golub and Chenault. The specific factors the Committee
used to evaluate Mr. Golub's goal performance are described on pages 22-25. The
Committee also used these factors in evaluating Mr. Chenault's performance. The
Committee did not assign weights to the goal categories in evaluating their
performance. In addition, the Committee evaluated their leadership based on its
judgment of their overall leadership of the senior management team and the
Company.

    LONG-TERM INCENTIVE AWARDS. The Company's long-term incentive award program
rewards executive officers for Company, business unit and individual performance
over more than one year. In 2000 regular long-term awards included stock option
and Portfolio Grant (PG) awards. The Committee approved awards in amounts that
were consistent with compensation guidelines after reviewing the value of
outstanding stock option and PG awards held by each executive officer.

    STOCK OPTIONS. Ten-year stock options reward executive officers if the
Company's share price increases for all shareholders. Executives may exercise
one-third of the 2000 grant after two years, two-thirds after three years and
the full grant after four years.

    PG AWARDS. The Committee granted PG-XI awards in 2000 for executive officers
to link their interests to longer-term financial and shareholder return
performance. The PG awards are designed to preserve the Company's tax deductions
under the Million Dollar Cap. The awards contain a formula based on the
Company's or the segment's 2000-2002 earnings per share or earnings growth,
revenue growth and average return on equity, and the Company's total shareholder
return compared to that of the S&P Financial Index. The Committee may adjust
downward the maximum values produced by these performance measures based on its
judgment of Company, business unit and individual performance. To receive
payment, PG-XI award holders must be employed by the Company through the payment
date in September 2004.

    ADDITIONAL AWARDS. The Committee may in its judgment grant short-or
long-term awards for special contributions or job promotions, to attract new
hires to the Company, to retain executives or in special circumstances. In 2000
the Committee granted restricted shares to four executive officers, stock
options to seven executive officers and PG awards to seven executive officers to
attract new hires, recognize job

20





<PAGE>

promotions and provide a strong retention incentive linked to share price. The
restricted shares vest in installments ending six years from the grant date and
contain Company performance measures as a condition to vesting. Stock options
vest in installments ending in four or six years from the grant date. We show
Messrs. Cracchiolo's and Kelly's special retention and promotional awards in the
summary compensation table on page 26.

    DEFERRAL AND OTHER PROGRAMS. Under the annual Pay for Performance Deferral
Program, executives may defer part of their current compensation to a later
date. Each year the Company adds to or subtracts from the deferred compensation
an amount based on a schedule linked to the Company's return on equity. The
Company also provides executive officers with pension, profit sharing, incentive
savings, life insurance, perquisite and other benefits consistent with market
practices.

    SHARE OWNERSHIP. The Company's share ownership policy requires approximately
170 senior officers, including executive officers, to meet share ownership
targets. The program includes these key features:

     -- Participants have a share ownership target based on a multiple of their
        base salary, ranging from three times base salary for certain
        participants to 20 times for Mr. Golub.

     -- As an incentive to maximize shareholder value, a participant may count
        toward his or her target the value of owned shares, 50% of the
        unrealized gain in stock options and 50% of the market value of
        restricted shares, with market value based on the market price of the
        Company's common shares.

     -- The Committee expects participants to meet their targets within five
        years and to make pro rata progress each year.

    DETRIMENTAL CONDUCT. To help protect the Company's competitive position,
approximately 690 employees, including executive officers, have signed
agreements that require them to forfeit compensation they receive through stock
option, restricted share and/or Portfolio Grant awards if they engage in
behavior that is detrimental to the Company. Detrimental behavior covers conduct
such as working for certain competitors, soliciting customers or employees after
employment ends and disclosure of confidential information.

    MILLION DOLLAR CAP. Current U.S. tax law has a $1,000,000 tax deduction
limit on compensation the Company pays to the Chief Executive Officer and the
four other most highly compensated executive officers. (In this Proxy Statement
we refer to these five executives as the named executives.) The limit does not
apply to performance-based compensation. Compensation is performance-based if
the Company can pay it only if objective performance criteria set by the
Committee are met. The Committee may use discretion to set actual compensation

                                                                              21





<PAGE>

below the maximum amount calculated by application of the performance criteria.

    The Committee's general policy is to structure compensation programs that
allow the Company to fully deduct the compensation under the Million Dollar Cap
rules. The Committee also believes that the Company needs flexibility to meet
its objectives, even if the Company may not deduct all of the compensation. The
Company expects that compensation from the 2000 annual incentive, stock option
and PG-XI awards will be treated as performance-based and be deductible. The
Company also expects that the Million Dollar Cap limitations will apply to
compensation from the vesting of certain restricted share awards granted to
covered individuals.

CHIEF EXECUTIVE OFFICER COMPENSATION

    The Committee implemented the terms of the 1999 Agreement with Mr. Golub
described on page 36 and made decisions about Mr. Golub's 2000 compensation and
awards after considering input from the full Board. These decisions were in
accordance with the Company's programs and included the following:

    SALARY. Mr. Golub's salary did not increase in 2000.

    ANNUAL INCENTIVE. The Committee approved a 2000 annual incentive award for
Mr. Golub of $3,200,000. This award had a value of 2.7 times his annual
incentive award guideline. The Committee determined this award based on Mr.
Golub's goal and leadership performance, the Company's results and the economic
and competitive environment in 2000.

    Overall, the Committee concluded that the Company achieved very strong
results in 2000. The Committee considered these factors to be most important
with no particular weightings given among the factors:

    FINANCIAL PERFORMANCE

         -- FINANCIAL MEASURES. The Company met or exceeded its long-term
            financial targets. Compared with 1999, diluted earnings per share
            increased 14% and revenue (on a managed basis) increased 13%.
            Return on equity in 2000 was 25%. Additionally, net income increased
            14% and the Company's balance sheet remained strong.

         -- SHAREHOLDER RETURN. As of year-end, total shareholder return was
            slightly negative in 2000, decelerating from the double-digit growth
            we experienced over the past three years. The Company's return
            outperformed the Dow Jones Industrial Average and the S&P 500 (down
            5% and 9%, respectively), but underperformed the S&P Financials,
            which returned 26%.

22





<PAGE>

         (The Dow includes companies in the S&P 500 Index and the S&P Financial
         Index.)

    BUSINESS PERFORMANCE

         -- GROWTH IN CARD BUSINESSES. The Company made excellent progress in
            its card business during 2000, growing cards in force, billed
            business and accounts receivable and achieving market share gains
            in the card and lending businesses. Highlights of the year included:

             -- increasing the number of cards in force worldwide by 12%,
                surpassing the 50 million mark for the first time;

             -- increasing billed business by 17%, the result of higher cards in
                force and higher spending per basic cardmember worldwide;

             -- increasing worldwide lending balances by 24% and maintaining
                credit quality;

             -- increasing market share in card purchase volume in the United
                States and in many international markets and maintaining its
                position as the sixth largest lender among U.S. card issuers;

             -- launching several new cards around the world, including Blue for
                Business targeted at small businesses in the United States and
                the Blue credit card from American Express in Italy, the
                Netherlands, New Zealand, Spain and Sweden, a Singapore Airlines
                cobrand product in Asia, and two Costco cobrand cards in Canada;
                and

             -- expanding the network of merchants that accept the Company's
                cards around the world, as well as in online commerce.

         -- INTERNATIONAL GROWTH. Overall, the Company's international
            businesses made significant progress and contributed to an increase
            in net income, meeting a previously stated target of 25% to 30%
            growth. The Company expanded its card network by launching
            proprietary charge and credit products in 15 international markets,
            25 affinity card products and seven new distribution agreements
            across international markets, as well as substantially expanding
            its distribution channels through relationships with banks and other
            institutions. It added 12 partners to its global card network
            business, bringing the total to 70 partners in 74 countries. In
            addition, the Company formed a partnership with JCB Co., Ltd.
            (Japan Credit Bureau), the largest merchant acquirer in Japan.

         -- FINANCIAL SERVICES. American Express Financial Advisors (AEFA)
            achieved growth in assets under management and

                                                                              23





<PAGE>

            increases in sales and financial plans. AEFA also continued to post
            double-digit growth in the size of the financial advisor field
            force. In 2000, AEFA successfully rolled out a program that provides
            financial advisors with a broader range of choices for structuring
            their relationship with the Company. AEFA's progress, however,
            slowed significantly in the fourth quarter as a number of issues
            converged to negatively impact results (see 'Disappointments,'
            below). The Company's American Express Bank subsidiary made strong
            progress in shifting its focus to the consumer business, away from
            corporate lending.

         -- E-COMMERCE STRATEGIES. The Company launched a new homepage and
            introduced several capabilities. These include Private Payments, an
            industry-leading product that allows cardmembers to use a unique,
            one-time card number for online purchases, and the Offer Zone, which
            consolidates American Express and merchant offers to cardmembers in
            a single site. In addition, the Company expanded its international
            Internet capabilities, including new sites in Sweden, the
            Netherlands, Italy and Spain. The Company made strategic equity
            investments in more than 20 additional interactive companies, which
            provide capabilities that will make the Company's website more
            attractive and relevant to consumers, from online restaurant
            reservations to voice-enabled customer services.

    EMPLOYEES AND LEADERSHIP TALENT

         -- In 2000, the Company showed continued improvement in employee
            satisfaction, based on results of its annual employee survey. The
            survey measures employee perceptions in a number of areas, including
            employee development, integrity, teamwork and customer focus. The
            Company received wide-ranging recognition as a top corporate
            employer.

         -- The Company's multi-year focus on improving the leadership
            capabilities of its senior management and ensuring that appropriate
            talent exists within the Company proved effective in 2000, when it
            was able to fill nearly all of the top positions created as a result
            of its reorganization with internal successors.

    DISAPPOINTMENTS

        In addition to these accomplishments, the Committee also considered some
    disappointments, including:

24





<PAGE>

         -- expense growth rates across most of the business units that exceeded
            revenue growth rates; and

         -- relatively weakened performance at AEFA, impacted by losses in its
            high-yield bond portfolio, lower equity markets, narrower investment
            spreads, and higher expenses from the implementation of the new
            advisor program.

    ANNUAL LONG-TERM INCENTIVE AWARDS. As part of our annual award program, the
Committee approved a grant of 840,000 nonqualified stock option shares for Mr.
Golub which was above his compensation guideline. The Committee also approved a
PG-XI award with a grant value of $1,000,000 which was at his compensation
guideline.

    PG-IX PAYOUT. Mr. Golub's PG-IX award earned a maximum value using a formula
based on (1) the Company's earnings per share growth, revenue growth and average
return on equity during 1998-2000 and (2) the total return to shareholders
compared with the total return in the S&P Financial Index over the 1998-2000
period. The Committee adjusted downward the formula-driven maximum value based
on its judgment of the Company's performance. The Committee approved a payment
of $2,630,000 in accordance with these provisions.

            COMPENSATION AND BENEFITS COMMITTEE

            Frank P. Popoff, Chairman
            Beverly Sills Greenough
            Jan Leschly
            Richard A. McGinn

                                                                              25







<PAGE>

    This table contains information about compensation we paid to the named
executives in 2000, 1999 and 1998:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                        ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
                              ---------------------------------------   --------------------------------------
                                                                                AWARDS               PAYOUTS
                                                                        -----------------------     ----------
                                                            OTHER       RESTRICTED    OPTIONS/      LONG-TERM
 NAME AND PRINCIPAL                                         ANNUAL        STOCK         SARS        INCENTIVE     ALL OTHER
     POSITION AT                                           COMPEN-        AWARDS     (# SHARES)      PAYOUTS     COMPENSATION
  DECEMBER 31, 2000    YEAR   SALARY($)    BONUS($)(1)   SATION($)(2)     ($)(3)       (4)(5)         ($)(6)        ($)(7)
  -----------------    ----   ----------   -----------   ------------   ----------   ----------     ----------   ------------
<S>                    <C>    <C>          <C>           <C>            <C>          <C>            <C>          <C>
H. Golub ............  2000   $1,000,000   $3,200,000      $292,865              0   1,151,553      $2,630,000     $958,481
 Chairman and Chief    1999    1,000,000    2,400,000       284,179     $1,004,004   3,267,483       2,867,598      741,135
 Executive Officer     1998    1,019,231    2,400,000       320,638              0     540,000       2,734,725      582,623

K.I. Chenault .......  2000      700,000    2,880,000       236,475              0     577,089       1,972,500      392,606
 President and         1999      700,000    1,800,000       243,237      5,668,003   1,632,789       2,150,737      279,015
 Chief Operating       1998      717,308    1,750,000       242,657              0     450,639       1,640,815      201,830
 Officer

J.M. Cracchiolo......  2000      443,077      900,000        84,989      2,657,500     260,000         783,750       60,972
 Group President       1999      368,269      660,000        35,062      1,085,000     176,511         519,457       53,104
 Global Financial      1998      326,654      400,000        35,970              0     234,273         339,079       25,984
 Services Group

A.F. Kelly, Jr. .....  2000      443,077      900,000        84,989      2,657,500     266,104         783,750       46,167
 Group President U.S.  1999      368,269      745,000        35,000      1,085,000     150,000         350,676       42,120
 Consumer and          1998      301,285      400,000        35,488              0     217,461         339,079       24,555
 Small Business
 Services Group

J.S. Linen ..........  2000      550,000      780,000       175,305              0     211,891       1,249,250      253,274
 Vice Chairman         1999      550,000      780,000       178,485              0     190,671       1,362,175      217,688
                       1998      571,154      770,000       182,108              0     323,274       1,299,000      267,894
</TABLE>

- -------------

(1) The amounts in this column reflect cash payments under annual incentive
    awards.

(2) These numbers reflect the cost of providing perquisites and other personal
    benefits and amounts we paid to reimburse our executives for additional
    taxes they owed from certain of these benefits. SEC rules require us to
    break out each benefit that exceeds 25% of the total we report for each
    named executive. These amounts are as follows:

26





<PAGE>

<TABLE>
<CAPTION>
                          LOCAL       PERSONAL               FLEXIBLE
                          TRAVEL       TRAVEL      TAX      PERQUISITE
NAME                    ALLOWANCE     EXPENSES   PAYMENTS   ALLOWANCE
- ----                    ---------     --------   --------   ---------
<S>                    <C>            <C>        <C>        <C>
H. Golub.............    $84,661      $105,170     --          --
K.I. Chenault........     84,661        60,651     --          --
J.M. Cracchiolo......     30,000         --        --        $35,000
A.F. Kelly, Jr. .....     30,000         --        --         35,000
J.S. Linen...........     84,661         --      $55,159       --
</TABLE>

(3) This column includes the restricted share grants we made to Messrs.
    Cracchiolo and Kelly in 2000 and 1999 as special retention awards, the
    grants we made to Messrs. Golub and Chenault as part of their 1999 annual
    incentive awards, and a grant made in 1999 to Mr. Chenault in connection
    with Chief Executive Officer succession. The special retention awards to
    Messrs. Cracchiolo and Kelly in 2000 and the grant to Mr. Chenault in
    connection with succession contain performance measures that the Company
    must meet as a condition to vesting. As part of their 1999 annual incentive
    awards we granted 22,668 restricted shares to Mr. Golub that have a grant
    date value of $1,004,004 and 17,001 restricted shares to Mr. Chenault that
    have a grant date value of $753,003. One-third of the restricted shares vest
    after one year, two-thirds vest after two years and the full grant vests
    after three years. We value restricted share awards in the table based on
    the closing price of the Company's common shares on the New York Stock
    Exchange on the grant date. We pay dividends on the restricted shares in the
    same way we pay them on our common shares.

    On December 31, 2000, the executives in the table held the restricted shares
    set forth below. We valued them based on the closing price of $54.94 on
    December 29, 2000.

<TABLE>
<CAPTION>
                           NUMBER OF           VALUE ON
NAME                   RESTRICTED SHARES   DECEMBER 29, 2000
- ----                   -----------------   -----------------
<S>                    <C>                 <C>
H. Golub.............        22,668           $ 1,245,380
K.I. Chenault........       301,530            16,566,058
J.M. Cracchiolo......       112,500             6,180,750
A.F. Kelly, Jr. .....        93,900             5,158,866
J.S. Linen...........             0                     0
</TABLE>

(4) All shares in this and other tables have been adjusted to reflect the
    April 24, 2000 three-for-one stock split.

27





<PAGE>

(5) These include annual, special and restoration stock option awards. For
    Messrs. Cracchiolo and Kelly, we include special stock option grants made in
    2000 and in 1998. For Messrs. Golub and Chenault, we include 1999 special
    stock option grants in connection with Chief Executive Officer succession.
    The award for Mr. Golub of 2,250,000 option shares provides that he will
    forfeit compensation from the award if he joins certain competitors within
    six years after the grant date and that he may exercise the award under
    specified circumstances, including employment through April 30, 2001 or
    later. The award for Mr. Chenault of 1,200,000 option shares provides that
    he may exercise the award if his employment continues for nine years or
    longer after grant or if our common share price is at least 50% higher than
    the option exercise price for at least 10 consecutive trading days and his
    employment continues for at least six years after grant. We describe all
    stock option grants made in 2000 in the table captioned 'Option Grants in
    2000' on page 29.

(6) These are the amounts we paid under Portfolio Grant-IX awards (PG-IX
    awards). We granted these awards in 1998. Each PG-IX award has two parts.
    The first part is the Financial Incentive, which accounts for 60% of the
    target value of the award. We valued this part based on earnings or earnings
    per share growth, revenue growth and average return on equity for our
    business segments or for the entire Company over the 1998-2000 period. The
    second part is the Stock Incentive, which accounts for 40% of the target
    value of the award. We valued this part based on our total shareholder
    return compared to that of the S&P Financial Index over the 1998-2000
    period. We structured the PG-IX awards in the table to qualify as
    deductible, performance-based compensation under the Million Dollar Cap
    requirements. The Committee adjusted downward the maximum value of the
    awards based on its judgment of three-year performance.

(7) The dollar value of the amounts in this column include the following:

<TABLE>
<CAPTION>
                          EMPLOYER
                       CONTRIBUTIONS
                           UNDER        ABOVE-MARKET
                        SAVINGS AND     EARNINGS ON       VALUE OF
                          RELATED         DEFERRED      SPLIT-DOLLAR
NAME                       PLANS        COMPENSATION   LIFE INSURANCE
- ----                   --------------   ------------   --------------
<S>                    <C>              <C>            <C>
H. Golub.............     $79,997         $848,162        $30,322
K.I. Chenault........      55,139          318,686         18,781
J.M. Cracchiolo......      35,445           13,617         11,910
A.F. Kelly, Jr. .....      35,445                0         10,722
J.S. Linen...........      43,986          188,974         20,314
</TABLE>

28








<PAGE>

    This table contains information about stock option grants we made to the
named executives in 2000:

<TABLE>
<CAPTION>
                                   OPTION GRANTS IN 2000
                                      INDIVIDUAL GRANTS
                       -----------------------------------------------
                                       % OF
                       NUMBER OF      TOTAL
                       SECURITIES    OPTIONS
                       UNDERLYING   GRANTED TO   EXERCISE
                        OPTIONS     EMPLOYEES     PRICE     EXPIRATION        GRANT DATE
NAME                   GRANTED(#)    IN 2000      ($/SH)       DATE      PRESENT VALUE($)(5)
- ----                   ----------   ----------   --------   ----------   --------------------
<S>                    <C>          <C>          <C>        <C>          <C>
H. Golub.............  840,000(1)      2.14%     $43.667     2/27/10         $12,440,400
                       311,553(2)      0.79       47.354     2/26/05           4,878,920
K.I. Chenault........  405,000(1)      1.03       43.667     2/27/10           5,998,050
                       172,089(2)      0.44       46.667     2/26/05           2,653,612
J.M. Cracchiolo......  180,000(1)      0.46       43.667     2/27/10           2,665,800
                        60,000(3)      0.15       43.667     2/27/10             917,800
                        20,000(4)      0.05       57.969     7/23/10             382,800
A.F. Kelly, Jr. .....  180,000(1)      0.46       43.667     2/27/10           2,665,800
                         6,104(2)      0.02       59.405     2/26/05             118,967
                        60,000(3)      0.15       43.667     2/27/10             917,800
                        20,000(4)      0.05       57.969     7/23/10             382,800
J.S. Linen...........  150,000(1)      0.38       43.667     2/27/10           2,221,500
                        61,891(2)      0.16       55.906     2/24/01             467,277
</TABLE>

- -------------
(1) We granted these non-qualified stock options on February 28, 2000 as part of
    our annual award program. Each option has an exercise price per share equal
    to the fair market value per common share on the grant date. The options
    also have the restoration feature described in note (2) below. Executive
    officers may transfer them to certain family members and entities that these
    family members control. Holders may exercise one-third of their options
    after two years, two-thirds after three years, and the full grant after four
    years, subject to award requirements. All outstanding stock options may also
    become exercisable upon death, disability termination, retirement or a
    change in control of the Company as we describe on pages 36-39.

(2) These are restoration options that we granted when participants exercised
    stock options that were outstanding for at least five years. The number of
    restoration option shares we granted equals the number of shares that the
    holder delivered to us as payment of the exercise price of the original
    option plus the number of shares withheld to pay tax withholding. The
    exercise price of the restoration option is the fair market value of a
    Company common share on the date of its grant. The holder of a restoration
    option

                                                                              29





<PAGE>

    may exercise it after six months from the grant date (but no later than the
    original stock option's expiration date) if the holder is in compliance with
    our stock ownership guidelines. For Mr. Golub, this date is October 6, 2000.
    For Mr. Chenault this date is October 7, 2000. For Mr. Kelly this date is
    February 21, 2001. For Mr. Linen this date is December 14, 2000.

(3) We granted these nonqualified stock options on February 28, 2000 as special
    retention awards. These awards have the standard stock option provisions
    except holders may exercise one-third of their options after four years,
    two-thirds after five years, and the full grant after six years, subject to
    vesting and other requirements.

(4) We granted these nonqualified stock options on July 24, 2000 as promotional
    awards. The awards have the standard stock option provisions.

(5) These numbers show hypothetical values under a variation of the
    Black-Scholes option pricing model. This model is a complicated mathematical
    formula that makes assumptions about stock option features. A number of
    these assumptions do not apply to the options we grant to our executive
    officers and other employees. In particular, the model assumes that holders
    can exercise stock options immediately and freely transfer them. For these
    reasons, we caution that the values we show in the table are theoretical and
    may not reflect the amounts that option holders will realize. Whether an
    option holder realizes value and how much this value is will depend on what
    our share price is relative to the exercise price. We developed the
    assumptions listed below and Black-Scholes values with assistance from an
    independent consulting firm. They are consistent with the assumptions we
    used to report stock option valuations in our 2000 Annual Report to
    Shareholders.

    ASSUMPTIONS FOR VALUING THE FEBRUARY 2000 GRANTS:

       -- The exercise price is the same as our share price on the grant date.

       -- A five-year life for each option. This is the typical amount of time
          that passes before holders of our options exercise them.

       -- Expected dividend yield of 1.1%. This reflects the historical average
          yield for the most recent 60 months prior to the grant date.

       -- Expected stock price volatility of 29%. This reflects the most recent
          volatility for the month end stock prices of the Company's common
          shares for the 60 months prior to the grant date.

30





<PAGE>

       -- A risk-free rate of return of 6.7%. This reflects the return an
          investor could expect in a risk-free investment with the same grant
          and expiration date as our stock options. This is the yield on a
          zero-coupon five-year bond on the option grant date.

   ASSUMPTIONS FOR VALUING RESTORATION, PROMOTIONAL AND SPECIAL OPTIONS:

       The values shown for the restoration, promotional and special stock
   options are based on the same model except that the assumptions reflect:

       -- A five-year life for promotional stock option awards; a six-year life
          for the special stock option awards; and the remaining term for the
          restoration stock option awards.

       -- A risk-free rate of return ranging from 6.0% to 6.7%.

    This table contains information about stock option exercises by the named
executives during 2000 and unexercised options and stock appreciation rights
they held at the end of 2000:

                    AGGREGATED OPTION EXERCISES IN 2000 AND
                        YEAR-END 2000 OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                        NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                             UNDERLYING                   IN-THE-MONEY
                                                      UNEXERCISED OPTIONS/SARS            OPTIONS/SARS
                        SHARES                          AT DECEMBER 31, 2000         AT DECEMBER 31, 2000(1)
                       ACQUIRED                      ---------------------------   ---------------------------
                      ON EXERCISE   VALUE REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
NAME                      (#)            ($)             (#)            (#)            ($)            ($)
- ----                  -----------   --------------   -----------   -------------   -----------   -------------
<S>                   <C>           <C>              <C>           <C>             <C>           <C>
H. Golub.............   600,000      $21,612,600      2,349,036      3,810,000     $58,752,062    $55,730,580
K.I. Chenault........   330,000       11,660,000      1,295,517      2,145,000      37,424,321     32,536,935
J.M. Cracchiolo......     8,895          246,836        253,250        565,800       8,183,535      9,233,232
A.F. Kelly, Jr. .....    25,000        1,162,263        110,104        571,904       3,385,108      9,629,604
J.S. Linen...........   136,851        6,630,842      1,136,175        346,000      43,087,171      5,817,498
</TABLE>

- -------------
(1) We base this value on the $54.94 closing price of our common shares on the
    New York Stock Exchange on December 29, 2000.

                                                                              31





<PAGE>

    This table contains information about Portfolio Grant awards we made in 2000
to the named executives:

                 LONG-TERM INCENTIVE PLANS -- PG AWARDS IN 2000

<TABLE>
<CAPTION>
                                                    ESTIMATED FUTURE PAYOUTS(1)
                                 PERFORMANCE   --------------------------------------
NAME                     AWARD     PERIOD      THRESHOLD($)   TARGET($)    MAXIMUM($)
- ----                     -----   -----------   ------------   ----------   ----------
<S>                      <C>     <C>           <C>            <C>          <C>
H. Golub...............  PG-XI    2000-2002      $304,000     $1,580,000   $4,778,000
- -------------------------------------------------------------------------------------
K.I. Chenault..........  PG-XI    2000-2002       228,000      1,185,000    3,583,500
- -------------------------------------------------------------------------------------
J.M. Cracchiolo........  PG-XI    2000-2002       144,400        750,500    2,269,550
- -------------------------------------------------------------------------------------
A.F. Kelly, Jr. .......  PG-XI    2000-2002       144,400        750,500    2,269,550
- -------------------------------------------------------------------------------------
J.S. Linen.............  PG-XI    2000-2002       144,400        750,500    2,269,550
- -------------------------------------------------------------------------------------
</TABLE>

(1) PG awards link compensation to our financial and total shareholder return
    performance. Each PG award consists of a Financial Incentive Component and a
    Stock Incentive Component. The Financial Incentive Component represents 60%
    of the target value of the award and earns value based on earnings or
    earnings per share growth, revenue growth and average return on equity of
    our business segments or the entire Company (depending on the executive's
    job) over the 2000-2002 period. The Financial Incentive Component will earn
    value if we achieve at least a threshold level of performance on any of
    these financial measures. The Stock Incentive Component represents 40% of
    the target value of the award and earns value based on how our total
    shareholder return compares to that of the S&P Financial Index over the
    2000-2002 period. Total shareholder return means share price appreciation
    plus dividends.

    We structured the PG awards in the table to qualify as performance-based
    compensation under the Million Dollar Cap. As a consequence, the Committee
    may adjust downward the formula values shown. The Committee will decide the
    amount of any downward adjustment after it evaluates various factors such as
    Company, business unit and individual performance over the 2000-2002 period.

32








<PAGE>

PERFORMANCE GRAPH

    This graph compares the cumulative total shareholder return on our common
shares for the last five fiscal years with the total return on the S&P 500 Index
and the S&P Financial Index over the same period. The graph shows the growth of
a $100 investment in our common shares, the S&P 500 Index and the S&P Financial
Index on December 31, 1995 and the reinvestment of all dividends.

                      COMPARISON OF FIVE-YEAR TOTAL RETURN
                   OF AMERICAN EXPRESS COMPANY COMMON SHARES,
                     S&P 500 INDEX AND S&P FINANCIAL INDEX

                              [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>

Year-End Data*          1995      1996      1997      1998      1999      2000
- --------------         ------    ------    ------    ------    ------    ------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>
American Express      $100.00   $139.79   $223.37    $258.26   $421.95  $420.69
S&P 500 Index         $100.00   $122.94   $163.95    $210.80   $255.16  $231.93
S&P Financial Index   $100.00   $135.19   $200.21    $223.10   $231.99  $292.50
</TABLE>

                                *Source: Bloomberg

PENSION BENEFITS

    We provide pension benefits under the American Express Retirement Plan and
the American Express Supplemental Retirement Plan.

                                                                              33





<PAGE>

    AMERICAN EXPRESS RETIREMENT PLAN. We have a Retirement Plan that is commonly
referred to as a cash balance plan. Each payroll period we credit each
participating employee with an amount equal to a percentage of the employee's
base salary we pay in that period. We also credit each employee with a
percentage of any annual bonus and certain other types of compensation we pay at
the time we pay the compensation. The percentage varies with the employee's age
and years of service. This table shows the percentages we use to determine the
amount of the credits:

<TABLE>
<CAPTION>

SUM OF AGE PLUS
YEARS OF SERVICE                APPLICABLE PERCENTAGE
- ----------------                ---------------------
<S>                             <C>
Less than 35..................           2.50%
35-44.........................           3.25
45-59.........................           4.25
60-74.........................           5.75
75-89.........................           8.00
90 or more....................          10.00
</TABLE>

    On January 1, 2001 the sum of age plus years of service for the named
executives was as follows: Mr. Golub: 80, Mr. Chenault: 70, Mr. Cracchiolo: 62,
Mr. Kelly: 57, and Mr. Linen: 90.

    The Plan credits participants with interest on their cash balances. The Plan
sets the interest rate each year based on an average of the interest rates for
various five-year U.S. Treasury Notes. The minimum interest rate is 5%. The
maximum rate is the lower of 10% or a specific rate set by the U.S. government
under the tax laws. For 2000 the interest rate was 6.0%, and for 2001 the rate
is 5.74%.

    When the employee retires or terminates employment after completing five
years of service, the Plan will pay out the cash balance amounts. The Plan will
make these payments in the amounts consistent with the employees' elections as
to the form and timing of payments, including payment in a single lump sum or as
an annuity. An annuity obligates the Plan to make payments in monthly
installments over time, in amounts based on assumptions we make as to life
expectancy and the value of making payments in the future. Employees may choose
similar methods of payment for benefits they earned before July 1, 1995.

    SUPPLEMENTAL RETIREMENT PLAN. By meeting certain legal requirements, the
Retirement Plan provides a tax-advantaged way for us to provide retirement
benefits. However, U.S. tax law limits the amount of benefits we can provide an
employee as well as the amount of compensation that we can take into account
under the Retirement Plan. We make up for these lost benefits under our
Supplemental Retirement Plan.

34





<PAGE>

    FUNDED PENSION PLAN. Some of our employees, including Messrs. Linen and
Chenault, have earned retirement benefits under the American Express Funded
Pension Plan, a plan in effect until May 1985. We purchased an annuity from an
insurance company to fund benefits that these employees will receive under this
plan when they retire or leave the Company.

    PENSION TABLE. We set forth in the table below the amount we estimate we
will pay each year to the named executives as a single life annuity at age 65
under the Retirement Plan and the Supplemental Retirement Plan. Under a single
life annuity, when the employee dies we cease making payments. We break out
separately payments the insurance company will make under the Funded Pension
Plan. In deriving our estimated payments for the Retirement Plan and the
Supplemental Retirement Plan we used these assumptions:

     -- We credit interest on account balances at the actual rate for all years
        through 2001 and at 5% for 2002 and later years.

     -- We start paying retirement benefits to the executives at normal
        retirement age (age 65) as a single life annuity based on an interest
        rate of 5.8% and U.S. government-approved assumptions as to life
        expectancy.

     -- We continue to employ Messrs. Chenault, Cracchiolo, Kelly and Linen
        until age 65 at their current base salaries and pay them annual bonuses
        equal to their average bonus over the last five years.

     -- Mr. Golub continues his employee status through April 2001.

<TABLE>
<CAPTION>
                                RETIREMENT PLAN
                                AND SUPPLEMENTAL   ANNUAL BENEFITS
                                RETIREMENT PLAN      PAYABLE BY
                                ESTIMATED ANNUAL      INSURANCE      TOTAL ANNUAL
EXECUTIVE OFFICER                   BENEFITS           COMPANY         BENEFITS
- -----------------               ----------------   ---------------   ------------
<S>                             <C>                <C>               <C>
H. Golub......................      $357,108                 0         $357,108
K.I. Chenault.................       608,554           $ 5,747          614,301
J.M. Cracchiolo...............       342,274                 0          342,274
A.F. Kelly, Jr. ..............       274,292                 0          274,292
J.S. Linen....................       622,200            65,508          687,708
</TABLE>

    SEPARATE PENSION ARRANGEMENT. When Mr. Golub began employment with us in
1983, we entered into an arrangement to compensate him for benefits he lost when
he left his former employer. Under this arrangement, when Mr. Golub retires we
will calculate his annual pension under the cash balance formula assuming he
started working for us in 1978. We will pay to Mr. Golub an amount equal to any
difference between this amount and the amount he is eligible to receive under
the Retirement Plan and Supplemental Retirement Plan based on his actual years
of service.

                                                                              35





<PAGE>

AGREEMENT WITH MR. GOLUB

    In connection with Chief Executive Officer succession, the Company entered
into an agreement in 1999 with Mr. Golub which contains these arrangements:

        PARTICIPATION IN PROGRAMS. Mr. Golub will remain eligible to participate
    in our compensation and benefit programs as an employee through April 2001,
    including salary and annual incentive award. As an employee, we granted him
    a non-qualified option for 540,000 shares and a PG-XII award with a grant
    value of $1,000,000 in February 2001.

        ELIGIBILITY FOR SEVERANCE. If his employment terminates before April 30,
    2001 for any reason other than his resignation, voluntary retirement, death,
    disability, substantial violation of our policies or procedures or material
    dishonesty, he will be eligible for severance under our severance policy.
    The amount of severance we will pay him if his employment terminates in
    these circumstances cannot be less than the amount in effect under the
    policy in April 1999. However, if his 1999 special stock option award vests
    on or after April 30, 2001, we will not have any obligation to pay him
    severance.

        SERVICE AS CHAIRMAN OF THE BOARD. Mr. Golub will serve as non-executive
    Chairman of the Board for four months through April 2001. For this service,
    he will receive compensation of $1,000,000 and we have also granted him a
    non-qualified stock option in February 2001 for 450,000 shares. The stock
    option grant will vest in one-third increments after each of two, three and
    four years have passed since the grant date or if he retires after age 62.
    The stock option grant has terms no less favorable than the terms we had in
    place for employees generally at the time we made the grant.

        OTHER BENEFITS. While Mr. Golub serves as Chairman of the Board, we will
    provide him with continued access to Company services such as a car and
    driver, use of our aircraft and a perquisite allowance. For his lifetime we
    will provide him with an office and a secretary and will pay for normal
    office expenses. We will also reimburse him for expenses he incurs when he
    is on Company business at our request.

SEVERANCE, CHANGE IN CONTROL AND OTHER ARRANGEMENTS

    We have in place three types of compensation arrangements that we describe
in this section of the Proxy Statement: a uniform severance policy, change in
control policies and arrangements relating to death, disability and retirement.

36





<PAGE>

    UNIFORM SEVERANCE POLICY. We have a uniform severance policy that applies to
senior officers, including the named executives. Severance for executive
officers is subject to the approval of the Compensation and Benefits Committee.
If we terminate the employment of the participating officer for any reason
generally other than misconduct or we and the officer terminate such employment
by mutual agreement, we will pay the officer severance over a period of two
years or less. To receive these payments, the officer must sign a severance
agreement that prohibits the officer from working for certain competitors,
soliciting business from our customers, attempting to hire our employees and
disclosing our confidential information. The officer must also agree to release
any claims against us.

    The amount of severance that we would pay to each named executive is two
times base salary plus two times the amount of the last bonus the Committee
approves before the executive signs a severance agreement. During all or a part
of the severance period, the officer's long-term incentive awards continue to
vest and we will continue to provide coverage under our welfare and benefit
plans.

    We entered into a separate arrangement in 1999 with Mr. Golub relating to
the Chief Executive Officer succession that could impact his eligibility for,
and amount of, severance we would pay him. We describe this on page 36.

    CHANGE IN CONTROL POLICIES. We have designed our change in control policies
to help keep employees focused on their jobs during the uncertainty that
accompanies a change in control, to preserve benefits after a change in control
transaction and to help us attract and retain key talent. We originally adopted
these policies in 1994 and updated them in 2000. A change in control generally
includes these events: (1) any person acquires 25% or more of our common shares
or all voting securities, (2) a majority of our Directors are replaced,
(3) certain mergers, reorganizations, consolidations, or sales of our assets,
subject to consummation or (4) shareholder approval of a liquidation or
dissolution of the Company.

     -- SEVERANCE. We will pay the amount of severance that we would pay under
        the uniform severance policy in a lump sum to senior officers, including
        the named executives, if the officer's employment is terminated under
        certain conditions within two years after a change in control. These
        conditions include (1) a termination by us for any reason generally
        other than willful misconduct or conviction of a felony or (2) a
        termination by the officer for good reason. The officer would have good
        reason to terminate his or her employment if we impose a reduction in
        base salary or position, material reduction in the total value of

                                                                              37





<PAGE>

        annual incentive and long-term incentive award opportunities, certain
        relocations of the officer's workplace or duties materially inconsistent
        with prior duties. We refer to any of these employment terminations as a
        'Covered Termination.'

     -- PRO RATA BONUS. If a Covered Termination occurs within two years after a
        change in control, we will pay senior officers, including the named
        executives, a bonus for part of the year in which termination occurs. We
        will base the amount of the pro rata bonus on the average of the prior
        two annual incentive awards.

     -- KEY EXECUTIVE LIFE. If a Covered Termination occurs within two years
        after a change in control, we will transfer to senior officers,
        including the named executives, policies under our Key Executive Life
        Insurance Plan. Each policy provides life insurance coverage equal to
        four times annual base salary up to a maximum of $1,500,000. The
        officers may retain the life insurance coverage or cash out any value
        in the policy.

     -- SUPPLEMENTAL RETIREMENT PLAN. We do not fund benefits under our
        Supplemental Retirement Plan or the separate arrangement we have with
        Mr. Golub for additional service credit toward the Retirement Plan.
        Upon a change in control, we will fully fund benefits that participants
        have earned under the Supplemental Retirement Plan and that Mr. Golub
        has earned under his separate pension arrangement.

        If a Covered Termination occurs within one year after a change in
        control, we will provide senior officers, including the named
        executives, with an additional benefit under the Supplemental
        Retirement Plan. This benefit will equal the additional amount we
        would provide to the officers under the Retirement Plan if the officers
        had two additional years of service and age under that plan. If a
        Covered Termination occurs between one and two years after a change in
        control, we will use one additional year of service and age to
        calculate the additional benefits.

        If a Covered Termination occurs within one year after a change in
        control, we will add two years of service to participants' actual
        service when we determine whether profit sharing contributions we made
        to the Supplemental Retirement Plan have vested. If the termination
        occurs between one and two years after a change in control, we will
        add one year of service.

     -- DEFERRED COMPENSATION PLANS. Upon a change in control, we will credit to
        participants' accounts under our deferred compensation plans (including
        the Pay for Performance Deferral Program) two years of interest based
        on the rate in effect for the year before the

38





<PAGE>

        change in control. We will also pay out all balances in these plans.

     -- Stock Options and Restricted Shares. Stock option and restricted share
        awards that we issued to employees under our long-term incentive
        compensation plans will immediately vest upon a change in control. If an
        employee is terminated for reasons other than misconduct within two
        years after a change in control, the employee will have an additional
        90 days from termination to exercise stock options granted on and after
        February 28, 2000.

     -- PORTFOLIO GRANTS. If a Covered Termination occurs within two years after
        a change in control, Portfolio Grant awards under these plans will
        immediately vest and we will pay a pro rata portion of the value of the
        awards.

     -- BENEFITS. We will continue for up to two years our subsidy of medical
        and dental benefits for officers who are terminated within two years
        after a change in control.

     -- EXCISE TAX GROSS UP. Current U.S. tax laws generally (1) do not allow
        companies to deduct from income certain compensation provided in
        connection with a change in control that exceeds specified limits and
        (2) impose a 20% excise tax on the individuals who receive such
        compensation. We generally will pay to members of senior management,
        including the named executives, an amount in cash if necessary to make
        them whole for this excise tax.

    DEATH, DISABILITY AND RETIREMENT. These policies generally apply to stock
options, restricted share awards and PGs that we issue to employees under our
long-term incentive compensation plans, upon certain types of employment
termination:

     -- DEATH OR DISABILITY. Upon death or disability, unvested stock options
        and restricted shares will fully vest and Portfolio Grants will vest
        pro rata. If the participant is age 60 or older with 10 or more years
        of service, all or a portion of the remaining value of Portfolio Grants
        will vest. Following death or disability, the holder (or the holder's
        estate) will have up to five years to exercise vested stock options.

     -- RETIREMENT. Upon retirement (meaning age 55 or older with 10 or more
        years of service), unvested restricted shares outstanding for more
        than two years will fully or partially vest. Portfolio Grants
        outstanding for more than one year will partially vest. If a
        participant is age 60 or older with 10 or more years of service, all or
        a portion of his or her unvested stock options, restricted shares and
        Portfolio Grants that the participant would have lost will also vest.
        Retirees may exercise vested stock options through the end of their
        original term.

                                                                              39





<PAGE>

                              CERTAIN TRANSACTIONS
- ------------------------------------------------------------------------------

SERVICE BY DIRECTORS AND OFFICERS

    In the usual course of our business, we have transactions with many other
firms, including financial institutions. Some of the directors or officers of
these firms may also serve as directors or officers for us or our subsidiaries.
We carry out our transactions with these firms on customary terms. The directors
and officers that serve us, our subsidiaries or the other firms involved may not
have knowledge of these transactions.

TRANSACTIONS BETWEEN THE COMPANY AND OUR DIRECTORS AND OFFICERS

    Our executive officers and Directors may take out loans from certain of our
subsidiaries on the same terms that these subsidiaries offer to the general
public. By way of example, American Express Centurion Bank may extend credit to
our Directors and executive officers under their Optima Cards or Blue from
American Express. Or, American Express Financial Advisors, Inc. may make margin
loans to them in connection with securities transactions. Our executive officers
and Directors may engage in similar transactions with other subsidiaries in
2001. All indebtedness from these transactions is in the ordinary course of our
business and is substantially on the same terms, including interest rates, in
effect for comparable transactions with other people. Such indebtedness involves
normal risks of collection and does not have features or terms that are
unfavorable to our subsidiaries.

    Our executive officers and Directors may also have transactions with us or
our subsidiaries involving other goods and services, such as travel, insurance
and investment services. These transactions are also in the usual course of our
business and we provide them on terms that we offer to our employees generally.

CERTAIN EMPLOYEES

    Occasionally we may have employees who are related to our executive officers
or Directors. We compensate these individuals consistent with our policies that
apply to all employees.

STOCK PURCHASE ASSISTANCE PLAN

    Our Stock Purchase Assistance Plan (SPAP) is a loan program that helps our
senior officers purchase our common shares. It has these features:

     -- SPAP is available to about 170 senior officers, including the named
        executives. We may provide up to $30 million in loans under SPAP.

40





<PAGE>

     -- These officers may use SPAP loans to pay the exercise price of stock
        options (as well as related taxes) or for buying common shares in the
        open market. Participants may borrow up to 300% of their base salary.

     -- Participants must pledge common shares as collateral under guidelines
        the Compensation and Benefits Committee sets from time to time. The
        guidelines currently require that the value of the collateral must
        equal at least 100% of the loan principal on the date we make the loan.
        SPAP loans are full recourse, meaning that we can seek to collect
        repayment of the loan from the participant if the participant defaults
        and the value of the collateral is not sufficient to repay the loan.

     -- Participants must repay SPAP loans in five years.

     -- Participants pay interest quarterly at a rate that is two percentage
        points below the prime lending rate of a major New York City bank.
        Currently, SPAP loans bear interest at 6.50%.

    During 2000 none of the named executives had any amounts outstanding under
the SPAP loan program. For all of our executive officers, the maximum principal
amount outstanding under SPAP during 2000 was $1,477,801 and on March 6, 2001
this amount was $1,050,000.

TRANSACTIONS WITH SIGNIFICANT SHAREHOLDERS

    We have a number of ordinary course relationships with Berkshire Hathaway
Inc. (Berkshire), its affiliates, and companies in which it has significant
investments. Some of these companies are service establishments that accept our
charge and credit cards and pay our subsidiaries fees when our customers use
these cards. From time to time we may enter into joint marketing or other
relationships with one or more of these companies that encourage our customers
to apply for and use our cards. Our subsidiaries also provide Corporate Card or
travel services to some of these companies and these companies pay fees to these
subsidiaries. We or our subsidiaries may engage in other commercial transactions
with these companies and pay or receive fees in these transactions.

                    SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
                                   COMPLIANCE
- ------------------------------------------------------------------------------

    On September 16, 1999, Mr. Daniel Henry, the Company's Comptroller, reported
to the Secretary's Office that he made a gift of 100 shares. Due to a clerical
error, the Secretary's Office did not report this gift until it filed Mr.
Henry's February 14, 2001 Form 5. The gift should have been included in his
February 14, 2000 Form 5.

    On August 17, 1999, John Hayes, an executive officer, exercised and sold a
30,000-share stock option. This transaction was reported

                                                                              41





<PAGE>

timely. However, due to a misunderstanding between Mr. Hayes' broker and the
Secretary's Office, the simultaneous sale of an additional 2,823 shares by Mr.
Hayes was not reported until the Secretary's Office filed an amended Form 4
dated September 8, 2000.

                   DIRECTORS AND OFFICERS LIABILITY INSURANCE
- ------------------------------------------------------------------------------

    We have an insurance policy that provides coverage for Directors and
officers liability and fiduciary liability arising from employee benefit plans
we sponsor. The directors and officers liability coverage provides that the
insurance carriers will (1) reimburse us when we are legally allowed to
indemnify our Directors and officers and (2) pay losses, including settlements,
judgments and legal fees, on behalf of our Directors and officers when we cannot
legally indemnify them. The fiduciary liability portion of the policy covers
Directors and employees who serve as fiduciaries for our employee benefit plans.
It covers losses from alleged breaches of fiduciary duty as defined in the
Employee Retirement Income Security Act of 1974. Vigilant Insurance Company
issued this policy, which is effective from November 30, 2000 to November 30,
2003. We expect to renew similar coverage at expiration. Gulf Insurance Company
and a consortium of other insurers led by AIG provide excess coverage. We pay an
annualized premium for these coverages of approximately $1,064,000.

    We also have a supplemental directors and officers liability insurance
policy that covers additional losses in cases where we are not legally permitted
to indemnify our Directors or officers. ACE Insurance Company Ltd. issued this
policy which is effective November 30, 2000, to November 30, 2003. We expect to
renew similar coverage at expiration. We pay an annualized premium for this
policy of $147,200.

                REQUIREMENTS, INCLUDING DEADLINES FOR SUBMISSION
                  OF PROXY PROPOSALS, NOMINATION OF DIRECTORS
                       AND OTHER BUSINESS OF SHAREHOLDERS
- ------------------------------------------------------------------------------

    Under SEC rules, if a shareholder wants us to include a proposal in our
Proxy Statement and form of proxy for the 2002 Annual Meeting of Shareholders,
our Secretary must receive the proposal at our principal executive offices by
November 13, 2001.

    Under our By-laws, and as SEC rules permit, shareholders must follow certain
procedures to nominate a person for election as a Director at an annual or
special meeting, or to introduce an item of business at an annual meeting. Under
these procedures, shareholders must submit the proposed nominee or item of
business by delivering a notice to the Secretary of the Company at our principal
executive offices. We must receive notice as follows:

42





<PAGE>

    -- Normally we must receive notice of a shareholder's intention to introduce
       a nomination or proposed item of business for an annual meeting not less
       than 90 days nor more than 120 days before the first anniversary of the
       prior year's meeting. Assuming that our 2002 Annual Meeting is held on
       schedule, we must receive this notice no earlier than December 21, 2001
       and no later than January 22, 2002.

    -- However, if we hold the annual meeting on a date that is not within 30
       days before or after such anniversary date, we must receive the notice
       no later than ten days after the earlier of the date we first provide
       notice of the meeting to shareholders or announce it publicly.

    -- If we hold a special meeting to elect Directors, we must receive a
       shareholder's notice of intention to introduce a nomination no later than
       ten days after the earlier of the date we first provide notice of the
       meeting or announce it publicly.

    A notice of a proposed nomination must include certain information about the
shareholder and the nominee, as well as a written consent of the proposed
nominee to serve if elected. A notice of a proposed item of business must
include a description of and the reasons for bringing the proposed business to
the meeting, any material interest of the shareholder in the business and
certain other information about the shareholder.

    The Board and our management have not received notice of and are not aware
of any business to come before the Annual Meeting other than the items we refer
to in this Proxy Statement. If any other matter comes before the Annual Meeting,
the persons on our proxy committee will use their best judgment in voting the
proxies.

                                   *  *  *  *

    We have mailed our 2000 Annual Report to Shareholders in connection with
this proxy solicitation. IF YOU WOULD LIKE A COPY OF OUR 2000 FORM 10-K,
EXCLUDING CERTAIN EXHIBITS, PLEASE CONTACT STEPHEN P. NORMAN, SECRETARY,
AMERICAN EXPRESS COMPANY, 200 VESEY STREET, NEW YORK, NEW YORK 10285-5005.

    Please vote by telephone or the Internet or sign, date and return the
enclosed proxy or voting instruction form in the prepaid envelope. We encourage
you to attend the April 23, 2001 meeting.


                                        /s/ KENNETH I. CHENAULT

                                            KENNETH I. CHENAULT
                                          Chief Executive Officer

                                                                              43








<PAGE>

                                                                       EXHIBIT A

                            AUDIT COMMITTEE CHARTER

    The Directors' Audit Committee ('the Committee') of American Express Company
('the Company') is responsible for assisting the Board of Directors ('the
Board') in its oversight responsibilities relating to the Company's:
(i) financial reporting process, (ii) internal and external auditing,
(iii) internal controls and (iv) legal and regulatory compliance. The Company's
outside auditor is ultimately accountable to the Board and the Audit Committee,
which have ultimate authority over its selection, evaluation and replacement
where appropriate. The Committee makes recommendations to the Board as to such
matters.

    The Committee shall meet at least four times per year, or more frequently as
circumstances require, and shall make regular reports to the Board on the
Committee's activities.

    The Audit Committee shall be comprised of at least three Directors. The
members of the Audit Committee shall be appointed by the Board and shall meet
the independence and experience requirements of the New York Stock Exchange.

    In carrying out its responsibilities, the Committee:

     -- reviews with management the Company's financial statements;

     -- reviews with management and the outside auditor the outside auditor's
        audit of the Company's financial statements, their report regarding
        significant findings and the adequacy of management's responses, any
        significant observations they may have including the quality, not just
        acceptability of the accounting principles used in the financial
        statements, and any other matters required to be communicated to the
        Committee by the outside auditor under generally accepted auditing
        standards;

     -- recommends to the Board, based on certain reviews and discussions with
        management and the outside auditor, whether the financial statements
        should be included in the Company's Form 10-K Annual Report;

     -- reviews the scope and fees of external audit and non-audit services
        performed by the outside auditor;

     -- receives periodic reports from the outside auditor regarding the
        auditor's independence, discusses such reports with the auditor,
        considers whether the provision of non-audit services is compatible with
        maintaining the auditor's independence, and if so determined by the
        Audit Committee, recommends that the Board take appropriate action to
        satisfy itself of the independence of the auditor;

44





<PAGE>

     -- recommends to the Board the selection and, if appropriate, replacement
        of the outside auditor, including nominations proposed for shareholder
        approval;

     -- reviews and concurs in the appointment or replacement of the Company's
        General Auditor;

     -- reviews the scope of the internal auditors' plans and the results of
        their audits;

     -- reviews and reassesses the adequacy of the Audit Committee charter at
        least annually, and recommends any changes to the Board for approval;

     -- discusses with management, the internal auditor and the outside auditor
        the adequacy and effectiveness of internal controls;

     -- reviews the status of significant current and potential legal matters;

     -- receives reports on the Company's Compliance program, including a review
        of the distribution of and compliance with the Company's Code of
        Conduct; and

     -- considers such other matters as the Board or Committee deems
        appropriate.

    For each of the first three quarters each year, management and the outside
auditor shall advise the Committee Chairman whether or not the outside auditor
has identified, during the course of their review of the Company's quarterly
financial statements, matters required to be communicated to the Committee prior
to the filing of the Company's Quarterly Reports on Form 10-Q; if so, a meeting
shall be held for such purpose.

    The Committee meets at least once each year privately (without management
present) and separately with each of the General Auditor and outside auditor.

    The Committee is empowered to conduct its own investigations into issues
related to its responsibilities and to retain legal, accounting or other experts
or consultants to advise the Committee.

                                                                              45





<PAGE>

                    DIRECTIONS TO THE 2001 ANNUAL MEETING OF
                                SHAREHOLDERS OF
                            AMERICAN EXPRESS COMPANY

    Our world headquarters is the site of the 2001 Annual Meeting of
Shareholders. We are located at 200 Vesey Street on the west side of lower
Manhattan in the World Financial Center. The World Financial Center is connected
to the World Trade Center by two pedestrian overpasses and is also accessible at
street level by car.

BY SUBWAY

    Take any of these subway lines: the A, C, E, N, R or the 1, 2, 3, 4, 5 or
9 trains. All of these trains stop at or near the World Trade Center. Walk from
the World Trade Center across the Westside Highway (also known as West Street)
by going across one of the two pedestrian overpasses. Our building is on the
north side of the Winter Garden in the World Financial Center.

BY CAR OR TAXI

    Go south on the Westside Highway in lower Manhattan toward the twin towers
of the World Trade Center. Come into the World Financial Center, which is
directly across the Westside Highway from the towers, by turning west on either
Murray Street or Vesey Street. Go to the main entrance of our building, located
at the corner of Vesey Street and the Westside Highway.









<PAGE>


           This Statement is printed with soy ink on recycled paper.

                                     [Logo]





<PAGE>

                                                                      Appendix I

- --------------------------------------------------------------------------------
                             AMERICAN EXPRESS COMPANY


[LOGO]         Proxy Solicited on Behalf of the Board of Directors
                      for Annual Meeting on April 23, 2001

P         The undersigned hereby appoints Gary L. Crittenden, Stephen P. Norman
     and Louise M. Parent, or any of them, proxies or proxy, with full power of
R    substitution, to vote all common shares of American  Express Company which
     the  undersigned is entitled to vote at the Annual Meeting of Shareholders
O    to be held at 200 Vesey Street, 26th Floor, New York, New York, on
     April 23, 2001 at 10:00  A.M., local time, and at any adjournment(s) of the
X    Meeting, as indicated on the reverse side of this proxy card with respect
     to the proposals set forth in the Proxy Statement, and in their discretion
Y    upon any matter that may properly come before the meeting or any
     adjournment(s) of the Meeting.

        The undersigned hereby revokes any proxies submitted previously.

                 PLEASE NOTE ANY COMMENTS OR ADDRESS CHANGE HERE

                 -----------------------------------------------

                 -----------------------------------------------

                 -----------------------------------------------

                 -----------------------------------------------
    (If you have written comments or a change of address in the space above,
      please mark the corresponding box on the reverse side of this card.)

To ensure timely receipt of your vote and to help the Company reduce costs, you
are encouraged to submit your voting instructions by Internet or by telephone:

     simply follow the instructions on the reverse side of this card.

If you choose to submit your voting instructions by mail, just mark, sign and
date this proxy card on the reverse side and return it promptly in the envelope
provided. You do not need to mark any boxes if you wish to vote as the Board of
Directors recommends.

              (continued and to be dated and signed on other side)
- --------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

NOTICE TO EMPLOYEES PARTICIPATING IN THE AMERICAN EXPRESS INCENTIVE SAVINGS
PLAN:

This proxy card indicates the number of whole shares credited to your account in
the American Express Incentive Savings Plan (ISP) as of March 6, 2001. These
shares will be voted as you instruct if your proxy card, telephone, or Internet
voting instructions are received on or before April 17, 2001 by Mellon Investor
Services LLC, which is acting on behalf of American Express Trust Company, the
Trustee of the ISP.

If the Trustee does not receive your voting  instructions by April 17, 2001, the
Trustee will vote your ISP shares in the same proportion as it votes all other
shares in the ISP for which it has received timely voting instructions.
- --------------------------------------------------------------------------------




<PAGE>


This proxy, when properly executed, will be voted in the manner indicated by the
undersigned  shareholder. If no voting  instructions are indicated, this proxy
will be voted FOR Items 1 and 2 and AGAINST Item 3.

                                                       Please mark       |X|
                                                       your votes as
                                                       indicated in
                                                       this example

- --------------------------------------------------------------------------------
               The Board of Directors recommends a vote FOR Items
                           1 and 2 and AGAINST Item 3.
- --------------------------------------------------------------------------------

Item 1 - Election of            FOR                WITHHOLD
          Directors.            ALL                FROM ALL
                              NOMINEES             NOMINEES

                                [ ]                  [ ]

Nominees:
(01) D.F. Akerson             (02) E.L. Artzt               (03) W.G. Bowen
(04) K.I. Chenault            (05) B. Sills Greenough       (06) F.R. Johnson
(07) V.E. Jordan, Jr.         (08) J. Leschly               (09) R.A. McGinn
(10) F.P. Popoff
FOR the slate, except vote WITHHELD from the following nominee(s):

- --------------------------------------------------------------------------------

Item 2 - Proposal to ratify selection of Ernst &
          Young LLP as Independent Auditors.

          FOR         AGAINST        ABSTAIN

          [ ]           [ ]            [ ]

Item 3 - Shareholder proposal relating to rotating
          the site of the Company's annual meeting.

          FOR         AGAINST        ABSTAIN

          [ ]           [ ]            [ ]

I consent to view all future Proxy Statements and           [ ]
Annual Reports online; please do not mail paper
copies to me.

COMMENTS/ADDRESS CHANGE - Please mark                       [ ]
this box if you have written comments/address
change on the reverse side.

Signature_____________________  Signature____________________
Date_____________

NOTE: Please sign as name appears printed above. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee or
guardian, please give full title.
- --------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

                      Vote by Internet or Telephone or Mail
                          24 Hours a Day, 7 Days a Week

      Your Internet or telephone vote authorizes the named proxies to vote
                your shares in the same manner as if you marked,
                  signed and returned your proxy card by mail.

- --------------------------------------------------------------------------------
                                    Internet
                         http://www.proxyvoting.com/axp

Use the Internet to vote your proxy. Have your proxy card in hand when you
access the website. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
- --------------------------------------------------------------------------------

                                       OR

- --------------------------------------------------------------------------------
                                    Telephone
                                 1-800-840-1208

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
- --------------------------------------------------------------------------------

                                       OR

- --------------------------------------------------------------------------------
                                      Mail

                               Mark, sign and date
                                 your proxy card
                                       and
                                return it in the
                              enclosed postage-paid
                                    envelope.
- --------------------------------------------------------------------------------

                 Note: If you vote by Internet or by telephone,
                     please do not mail in your proxy card.
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
