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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000004962-02-000003.txt : 20020414
<SEC-HEADER>0000004962-02-000003.hdr.sgml : 20020414
ACCESSION NUMBER:		0000004962-02-000003
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20011231
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20020128

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07657
		FILM NUMBER:		02518582

	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>8-K
<SEQUENCE>1
<FILENAME>wrapearn.txt
<DESCRIPTION>8-K AMERICAN EXPRESS COMPANY
<TEXT>
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

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

      Date of Report (Date of earliest event reported): November 26, 2001
                          --------------------------



                           AMERICAN EXPRESS COMPANY
            (Exact name of registrant as specified in its charter)

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



          New York                      1-7657                 13-4922250
- ------------------------------ ------------------------    -------------------
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
     of incorporation or                                   Identification No.)
        organization)



       200 Vesey Street, World Financial Center
                  New York, New York                       10285
       ----------------------------------------          ----------
       (Address of principal executive offices)          (Zip Code)


      Registrant's telephone number, including area code: (212) 640-2000

              ---------------------------------------------------
         (Former name or former address, if changed since last report)



================================================================================
<PAGE>
Item 5.   Other Events.

On November 26, 2001, the Board of Directors of the Company approved certain
amendments to the By-Laws of the Company to (i) permit the Board to fix a date
for the annual meeting of shareholders of the Company in addition to a date
during the period between March 15 and April 30 of each year and (ii) permit
only the Board of Directors or the Chief Executive Officer to call a special
meeting of shareholders of the Company. A copy of the By-Laws, as amended, of
the Company is filed herein as Exhibit 99.2B.

On January 21, 2002, the Registrant issued a press release announcing its 2001
fourth quarter and full year earnings and distributed a 2001 Fourth
Quarter/Full Year Earnings Supplement. Such press release is filed herein as
Exhibit 99.1, and such Earnings Supplement is filed herein as Exhibit 99.2.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)     Exhibits

         99.1   Press release of American Express Company announcing its 2001
                fourth quarter and full year earnings, dated January 28, 2002.

         99.2   2001 Fourth Quarter/Full Year Earnings Supplement of American
                Express Company.

         99.2B  Company's By-Laws, as amended through November 26, 2001.


<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       AMERICAN EXPRESS COMPANY
                                       (REGISTRANT)

                                        By /s/  Stephen P. Norman
                                         Name:  Stephen P. Norman
                                         Title: Secretary

DATE:   January 28, 2002


<PAGE>

                                  EXHIBIT INDEX

Item No.                          Description
- ---------                         -----------

    99.1   Press release of American Express Company announcing its 2001
           fourth quarter and full year earnings, dated January 28, 2002.

    99.2   2001 Fourth Quarter/Full Year Earnings Supplement of American
           Express Company.

    99.2B  Company's By-Laws, as amended through November 26, 2001.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>financials.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                           Exhibit 99.1

    NEWS RELEASE     NEWS RELEASE     NEWS RELEASE       NEWS RELEASE


                                                 Contact: Molly Faust
                                                          201/209-5595
                                                          molly.faust@aexp.com

                                                          Michael J. O'Neill
                                                          201/209-5583
                                                          mike.o'neill@aexp.com

FOR IMMEDIATE RELEASE

                       AMERICAN EXPRESS COMPANY REPORTS
                     NET INCOME OF $1.31 BILLION FOR 2001

           FOURTH QUARTER RESULTS IN LINE WITH PRELIMINARY FORECAST


         New York - January 28, 2002 - AMERICAN EXPRESS COMPANY today reported
net income for 2001 of $1.31 billion, down 53 percent from $2.81 billion a
year ago. Earnings per share on a diluted basis (EPS) declined 53 percent to
$0.98 from $2.07. Net revenues on a managed basis totaled $21.4 billion, down
3 percent from $22.1 billion. The company's return on equity was 10.9 percent.
         For the fourth quarter, American Express reported net income of $297
million, down 56 percent from $677 million a year ago. EPS decreased 56
percent to $0.22 from $0.50 a year ago.
         The quarterly results are in line with the company's previously
announced forecast. As indicated in that prior announcement, the results
include a restructuring charge of $279 million pre-tax ($179 million
after-tax) to cover costs associated with the elimination of approximately
6,800 jobs as well as the consolidation of real estate facilities to reflect
the reduced staffing levels. The staff reductions are taking place primarily
in the travel businesses and reflect the sharp slowdown in that sector since
September 11th. These initiatives are expected to produce expense savings of
approximately $280 million in 2002.
         Excluding the restructuring charge, fourth quarter net income
declined 30 percent to $476 million. Similarly, EPS was $0.36, a decline of 28
percent.
         Kenneth I. Chenault, chairman and chief executive officer, said: "Our
2001 results reflected the overall weakness in the economy throughout the year
and the sharp slowdown in consumer spending, business travel and investment
activity after the terrorist attacks of September 11th.

                                       1
<PAGE>
         "While we are seeing signs of improvement in volumes, we are
continuing to take a cautious view and expect the economy to remain weak
throughout 2002. With that in mind, we have lowered our risk profile and made
some important changes in our business that will position us for good earnings
growth in a lower revenue growth environment. As a result, we are in a
stronger position to deal with a period of economic uncertainty and to take
full advantage of even a modest improvement in business conditions."
         Results for the full-year 2001 were negatively affected by three
significant items: 1) a first-half charge of $1.01 billion pre-tax ($669
million after-tax), reflecting write downs in the investment portfolio at
American Express Financial Advisors (AEFA) and losses associated with
rebalancing that portfolio toward lower risk securities; 2) restructuring
charges in the third and fourth quarters, which totaled $631 million pre-tax
($411 million after-tax); and 3) the one-time impact from the September 11th
terrorist attacks, which totaled $98 million pre-tax ($65 million after-tax)
and was recognized in the third quarter.
         The full-year results benefited from strong progress on reengineering
efforts which, combined with the initial restructuring activities, realized
savings in excess of $1.0 billion. A portion of these savings flowed through
to earnings in the form of improved operating expense margins, while the rest
was reinvested back into high-growth areas of the business.
         Adjusting for the restructuring charges and one-time September 11th
related costs, EPS would have been $1.34, a decline of 35 percent from a year
ago.

                                       2
<PAGE>
         TRAVEL RELATED SERVICES (TRS) reported net income for 2001 of $1.46
billion, down 24 percent from $1.93 billion a year ago. Included in 2001
results are $414 million pre-tax ($267 million after-tax) of the restructuring
charges noted earlier. Also included in the full-year results are
third-quarter expenses of $87 million pre-tax ($57 million after-tax),
reflecting one-time costs and waived fees, which were directly related to the
September 11th terrorist attacks. Excluding these two items, TRS' net income
for the full year would have been $1.78 billion, down 8 percent from last
year.
         TRS net revenues for 2001 rose 4 percent, as growth in loans and fee
revenues were partly offset by a 16 percent decline in travel commissions and
fees. The total amount spent on American Express cards during 2001 was up
slightly from year-ago levels as higher consumer card spending in the retail
and everyday categories was largely offset by lower corporate card spending in
the travel and entertainment sector, particularly after September 11th. Net
finance charge revenues rose 32 percent, due to balance growth and wider
net-interest yields. This increase reflects a smaller percentage of loan
balances on introductory rates and the benefit of declining interest rates
during the year.
         The provision for losses grew as a result of an increase in U.S.
lending write-off rates and delinquencies, reflecting higher unemployment and
the overall economic environment. The increased provisions also reflected
higher lending volumes. Marketing and promotion expenses declined as TRS
rationalized certain marketing efforts in light of the weaker business
environment. Combined other operating and human resources expenses were up
slightly, reflecting increased cardmember loyalty programs and business
volumes. These increases were offset by the benefits of reengineering and
cost-control efforts.
         TRS reported fourth quarter net income of $170 million, a 64 percent
decrease from $470 million reported a year ago. Included in these results are
$219 million pre-tax ($140 million after-tax) of the restructuring charge

                                       3
<PAGE>
noted earlier. Excluding the restructuring charge, TRS net income would have
been $310 million, down 34 percent from last year. The decline reflects the
weak business volumes noted earlier, as well as higher provisions for losses.
These factors were partly offset by the decline in marketing and promotion and
the benefit of savings from ongoing reengineering initiatives.
         The above discussion presents TRS results "on a managed basis" as if
there had been no securitization transactions, which conforms to industry
practice. The attached financials present TRS results on both a managed and
reported basis. Net income is the same in both formats.
         On a reported basis, TRS' results for 2001 included securitization
gains of $155 million pre-tax ($101 million after-tax) compared with similar
gains of $142 million pre-tax ($92 million after-tax) in 2000. These gains
were offset by expenses related to card acquisition activities and therefore
had no material impact on net income or total expenses.

         AMERICAN EXPRESS FINANCIAL ADVISORS (AEFA) reported net income for
2001 of $52 million, down from $1.03 billion a year ago. Net revenues
decreased 33 percent.
         Included in full-year 2001 results are $107 million pre-tax ($70
million after-tax) of the restructuring charges noted earlier and $11 million
pre-tax ($8 million after-tax) of insurance claims directly related to
September 11th. Excluding those items, AEFA net income would have been $130
million, down 87 percent from last year. In addition, as previously mentioned,
AEFA incurred substantial charges in the first and second quarters of 2001 to
write down high-yield securities and reduce the risk profile of its investment
portfolio.

                                       4
<PAGE>
         Full-year results at AEFA reflect weakness in equity markets and
narrower spreads on the investment portfolio. The weakened equity markets led
to significantly lower asset levels and lower sales of investment products. As
a result, management and distribution fees fell 13 percent.
         Combined other operating and human resources expenses, excluding the
above-mentioned charges, were essentially unchanged from 2000. This was due to
lower sales commissions and the benefit of reengineering and cost-control
initiatives.
         AEFA reported fourth quarter net income of $163 million, a 33 percent
decrease from $242 million a year ago. Included in these results is the
restructuring charge of $45 million pre-tax ($29 million after-tax) noted
earlier. Excluding this charge, net income would have been $192 million, down
21 percent. This decline reflects a continuation of weak sales and lower asset
levels and portfolio yields.

         AMERICAN EXPRESS BANK (AEB) reported a 2001 net loss of $13 million
compared with net income of $29 million a year ago.
         Results for the year include $96 million pre-tax ($65 million
after-tax) of the restructuring charges noted earlier. Excluding these
charges, AEB's net income would have been $52 million, up 82 percent from last
year.
         AEB's business results reflect strong performance in Personal
Financial Services and Private Banking. Results also benefited from lower
funding costs and lower operating expenses as a result of AEB's reengineering
efforts. These benefits were offset in part by higher provisions for losses,
which were primarily due to higher personal loan volumes. Revenues from
Corporate Banking activities declined as the company continued to shift its
business focus away from that sector and concentrated its resources on
Personal Financial Services and Private Banking.

                                       5
<PAGE>
         AEB reported fourth quarter 2001 net income of $9 million compared
with $6 million a year ago. Included in these results was a restructuring
charge of $12 million pre-tax ($8 million after-tax) noted earlier. Excluding
the charge, net income would have been $17 million, almost triple that of a
year ago.

         CORPORATE AND OTHER reported 2001 net expenses of $187 million,
compared with $180 million a year ago. Included in 2001 results are $14
million pre-tax ($9 million after-tax) of the restructuring charges noted
earlier. The results for both years include a preferred stock dividend based
on earnings from Lehman Brothers, which was offset by expenses related to
business building initiatives in both years.
         Corporate and Other reported fourth quarter 2001 net expenses of $45
million. Included in this expense was a restructuring charge of $3 million
pre-tax ($2 million after-tax). Excluding the charge, expenses were
essentially unchanged from year-ago levels.

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

                                      ***

Note: The 2001 Fourth Quarter Earnings Supplement will be available today on
the American Express web site at http://ir.americanexpress.com. In addition,
an investor conference call to discuss fourth quarter and full-year earnings
results, operating performance and other topics that may be raised during the
discussion will be held at 5:00 p.m. (ET) today. Live audio of the conference
call will be accessible to the general public on the American Express web site
at http://ir.americanexpress.com. A replay of the conference call also will be
available today at the same web site address.

                                      ***
                                       6
<PAGE>
         THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE
SUBJECT TO RISKS AND UNCERTAINTIES. THE WORDS "BELIEVE", "EXPECT",
"ANTICIPATE", "OPTIMISTIC", "INTEND", "AIM", "WILL", "SHOULD" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE
FOLLOWING: FLUCTUATION IN THE EQUITY MARKETS, WHICH CAN AFFECT THE AMOUNT AND
TYPES OF INVESTMENT PRODUCTS SOLD BY AEFA, THE MARKET VALUE OF ITS MANAGED
ASSETS, AND MANAGEMENT AND DISTRIBUTION FEES RECEIVED BASED ON THOSE ASSETS;
POTENTIAL DETERIORATION IN THE HIGH-YIELD SECTOR AND OTHER INVESTMENT AREAS,
WHICH COULD RESULT IN FURTHER LOSSES IN AEFA'S INVESTMENT PORTFOLIO; THE
ABILITY OF AEFA TO SELL CERTAIN HIGH-YIELD INVESTMENTS AT EXPECTED VALUES AND
WITHIN ANTICIPATED TIMEFRAMES AND TO MAINTAIN ITS HIGH-YIELD PORTFOLIO AT
CERTAIN LEVELS IN THE FUTURE; DEVELOPMENTS RELATING TO AEFA'S NEW PLATFORM
STRUCTURE FOR FINANCIAL ADVISORS, INCLUDING THE ABILITY TO INCREASE ADVISOR
PRODUCTIVITY, MODERATE THE GROWTH OF NEW ADVISORS AND CREATE EFFICIENCIES IN
THE INFRASTRUCTURE; AEFA'S ABILITY TO EFFECTIVELY MANAGE THE ECONOMICS IN
SELLING A GROWING VOLUME OF NON-PROPRIETARY PRODUCTS TO CLIENTS; INVESTMENT
PERFORMANCE IN AEFA'S BUSINESSES; THE SUCCESS, TIMELINESS AND FINANCIAL
IMPACT, INCLUDING COSTS, COST SAVINGS AND OTHER BENEFITS OF REENGINEERING
INITIATIVES BEING IMPLEMENTED OR CONSIDERED BY THE COMPANY, INCLUDING COST
MANAGEMENT, STRUCTURAL AND STRATEGIC MEASURES SUCH AS VENDOR, PROCESS,
FACILITIES AND OPERATIONS CONSOLIDATION, OUTSOURCING, RELOCATING CERTAIN
FUNCTIONS TO LOWER COST OVERSEAS LOCATIONS, MOVING INTERNAL AND EXTERNAL
FUNCTIONS TO THE INTERNET TO SAVE COSTS, THE SCALE-BACK OF CORPORATE LENDING
IN CERTAIN REGIONS, AND PLANNED STAFF REDUCTIONS RELATING TO CERTAIN OF SUCH
REENGINEERING ACTIONS; THE ABILITY TO CONTROL AND MANAGE OPERATING,
INFRASTRUCTURE, ADVERTISING AND PROMOTION AND OTHER EXPENSES AS BUSINESS
EXPANDS OR CHANGES, INCLUDING BALANCING THE NEED FOR LONGER TERM INVESTMENT
SPENDING; THE IMPACT OF AND UNCERTAINTY CREATED BY THE SEPTEMBER 11TH
TERRORIST ATTACKS; THE COMPANY'S ABILITY TO RECOVER UNDER ITS INSURANCE
POLICIES FOR LOSSES RESULTING FROM THE SEPTEMBER 11TH TERRORIST ATTACKS;
CONSUMER AND BUSINESS SPENDING ON THE COMPANY'S TRAVEL RELATED SERVICES
PRODUCTS, PARTICULARLY CREDIT AND CHARGE CARDS AND GROWTH IN CARD LENDING
BALANCES, WHICH DEPEND IN PART ON THE ABILITY TO ISSUE NEW AND ENHANCED CARD
PRODUCTS AND INCREASE REVENUES FROM SUCH PRODUCTS, ATTRACT NEW CARDHOLDERS,
CAPTURE A GREATER SHARE OF EXISTING CARDHOLDERS' SPENDING, SUSTAIN PREMIUM
DISCOUNT RATES, INCREASE MERCHANT COVERAGE, RETAIN CARDMEMBERS AFTER LOW
INTRODUCTORY LENDING RATES HAVE EXPIRED, AND EXPAND THE GLOBAL NETWORK
SERVICES BUSINESS; SUCCESSFULLY EXPANDING THE COMPANY'S ON-LINE AND OFF-LINE
DISTRIBUTION CHANNELS AND CROSS-SELLING FINANCIAL, TRAVEL, CARD AND OTHER
PRODUCTS AND SERVICES TO ITS CUSTOMER BASE, BOTH IN THE UNITED STATES AND
ABROAD; EFFECTIVELY LEVERAGING THE COMPANY'S ASSETS, SUCH AS ITS BRAND,
CUSTOMERS AND INTERNATIONAL PRESENCE IN THE INTERNET ENVIRONMENT; INVESTING IN
AND COMPETING AT THE LEADING EDGE OF TECHNOLOGY ACROSS ALL BUSINESSES; HIGHER
BORROWING COSTS DUE TO POTENTIAL NEGATIVE CHANGES IN THE COMPANY'S AND ITS
SUBSIDIARIES' CREDIT RATINGS; INCREASING COMPETITION IN ALL OF THE COMPANY'S
MAJOR BUSINESSES; FLUCTUATIONS IN INTEREST RATES, WHICH IMPACT THE COMPANY'S

                                      7
<PAGE>
BORROWING COSTS, RETURN ON LENDING PRODUCTS AND SPREADS IN THE INVESTMENT AND
INSURANCE BUSINESSES; CREDIT TRENDS AND THE RATE OF BANKRUPTCIES, WHICH CAN
AFFECT SPENDING ON CARD PRODUCTS, DEBT PAYMENTS BY INDIVIDUAL AND CORPORATE
CUSTOMERS AND BUSINESSES THAT ACCEPT THE COMPANY'S CARD PRODUCTS AND RETURNS
ON THE COMPANY'S INVESTMENT PORTFOLIOS; FOREIGN CURRENCY EXCHANGE RATES;
POLITICAL OR ECONOMIC INSTABILITY IN CERTAIN REGIONS OR COUNTRIES, WHICH COULD
AFFECT COMMERCIAL LENDING ACTIVITIES, AMONG OTHER BUSINESSES; LEGAL AND
REGULATORY DEVELOPMENTS, SUCH AS IN THE AREAS OF CONSUMER PRIVACY AND DATA
PROTECTION; ACQUISITIONS; AND OUTCOMES IN LITIGATION. A FURTHER DESCRIPTION OF
THESE AND OTHER RISKS AND UNCERTAINTIES CAN BE FOUND IN THE COMPANY'S 10-K
ANNUAL REPORT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000 AND ITS OTHER
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                       8

<Page>

(Preliminary)                AMERICAN EXPRESS COMPANY
                                FINANCIAL SUMMARY
                                   (Unaudited)

<Table>
<Caption>

(Dollars in millions)
                                                         Quarters Ended                             Years Ended
                                                          December 31,                              December 31,
                                                  --------------------------  Percentage      -------------------------- Percentage
                                                      2001          2000       Inc/(Dec)         2001           2000      Inc/(Dec)
                                                      ----          ----       ---------         ----           ----      ---------
<S>                                               <C>            <C>          <C>             <C>             <C>        <C>
NET REVENUES (MANAGED BASIS) (A)
  Travel Related Services                           $  4,527       $   4,543         - %        $ 18,102       $ 17,441         4 %
  American Express Financial Advisors                    949           1,066       (11)            2,825          4,219       (33)
  American Express Bank                                  168             144        16               649            591        10
                                                  -----------    ------------                 -----------    -----------
                                                       5,644           5,753        (2)           21,576         22,251        (3)
  Corporate and Other,
    including adjustments and eliminations               (54)            (39)      (37)             (217)          (166)      (30)
                                                  -----------    ------------                 -----------    -----------

CONSOLIDATED NET REVENUES (MANAGED BASIS) (A)       $  5,590       $   5,714        (2)         $ 21,359       $ 22,085        (3)
                                                  ===========    ============                 ===========    ===========

CONSOLIDATED REVENUES (GAAP BASIS)                  $  5,871       $   6,067        (3)         $ 22,582       $ 23,675        (5)
                                                  ===========    ============                 ===========    ===========

PRETAX INCOME (LOSS) (B)
  Travel Related Services                           $    196       $     641       (69)         $  1,979       $  2,713       (27)
  American Express Financial Advisors                    220             344       (36)              (24)         1,483         -
  American Express Bank                                   16               8         #               (14)            33         -
                                                  -----------    ------------                 -----------    -----------
                                                         432             993       (56)            1,941          4,229       (54)
  Corporate and Other                                    (85)            (80)       (6)             (345)          (321)       (8)
                                                  -----------    ------------                 -----------    -----------

PRETAX INCOME (B)                                   $    347       $     913       (62)         $  1,596       $  3,908       (59)
                                                  ===========    ============                 ===========    ===========

NET INCOME (LOSS) (B)
  Travel Related Services                           $    170       $     470       (64)         $  1,459       $  1,929       (24)
  American Express Financial Advisors                    163             242       (33)               52          1,032       (95)
  American Express Bank                                    9               6        45               (13)            29         -
                                                  -----------    ------------                 -----------    -----------
                                                         342             718       (52)            1,498          2,990       (50)
  Corporate and Other                                    (45)            (41)       (9)             (187)          (180)       (4)
                                                  -----------    ------------                 -----------    -----------

NET INCOME (B)                                      $    297       $     677       (56)         $  1,311       $  2,810       (53)
                                                  ===========    ============                 ===========    ===========
</Table>

# Denotes a variance of more than 100%.

(A)    Managed net revenues are reported net of interest expense, where
       applicable, and American Express Financial Advisors' provision for losses
       and benefits, and exclude the effect of TRS' securitization activities.
(B)    Included in 2001 income are two significant items: (a) restructuring
       charges of $631 million ($411 million after-tax), of which $279 million
       ($179 million after-tax) was recognized in the fourth quarter 2001, and
       (b) one-time costs (including waived fees) in the third quarter of $98
       million ($65 million after-tax) resulting from the September 11th
       terrorist attacks.

                                                                            9
<Page>

(Preliminary)               AMERICAN EXPRESS COMPANY
                          FINANCIAL SUMMARY (CONTINUED)
                                   (Unaudited)

<Table>
<Caption>
                                                         Quarters Ended                         Years Ended
                                                          December 31,                          December 31,
                                                   -----------------------   Percentage   -------------------------   Percentage
                                                     2001          2000      Inc/(Dec)       2001           2000        Inc/(Dec)
                                                     ----          ----      ---------       ----           ----        --------
<S>                                                <C>          <C>          <C>          <C>           <C>           <C>
EARNINGS PER SHARE

BASIC
  Earnings Per Common Share                          $ 0.22         $ 0.51       (57)%       $ 0.99         $ 2.12         (53)%
                                                   =========    ===========               ==========    ===========
  Average common shares outstanding (millions)        1,329          1,322         1          1,324          1,327           -
                                                   =========    ===========               ==========    ===========

DILUTED
  Earnings Per Common Share                          $ 0.22         $ 0.50       (56)        $ 0.98         $ 2.07         (53)
                                                   =========    ===========               ==========    ===========
  Average common shares outstanding (millions)        1,336          1,355        (1)         1,336          1,360          (2)
                                                   =========    ===========               ==========    ===========

Cash dividends declared per common share             $ 0.08         $ 0.08         -         $ 0.32         $ 0.32           -
                                                   =========    ===========               ==========    ===========

                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Caption>

                                                         Quarters Ended                          Years Ended
                                                          December 31,                           December 31,
                                                   ------------------------  Percentage   -------------------------   Percentage
                                                     2001          2000      Inc/(Dec)       2001            2000       Inc/(Dec)
                                                     ----          ----      ---------       ----            ----       --------
<S>                                                <C>             <C>       <C>          <C>                <C>      <C>
Return on Average Equity*                            10.9 %         25.3 %          -         10.9 %         25.3 %           -
Common Shares Outstanding (millions)                  1,331          1,326          -          1,331          1,326           -
Book Value per Common Share:
  Actual                                             $ 9.05         $ 8.81         3%         $ 9.05         $ 8.81          3%
  Pro Forma*                                         $ 9.02         $ 8.92         1%         $ 9.02         $ 8.92          1%
Shareholders' Equity (billions)                      $ 12.0         $ 11.7         3%         $ 12.0         $ 11.7          3%
</Table>

* Excludes the effect on Shareholders' Equity of SFAS No. 115 and SFAS No. 133.
  The Company adopted SFAS No. 133 on January 1, 2001.


                                                                            10
<Page>

(Preliminary)                 AMERICAN EXPRESS COMPANY
                                FINANCIAL SUMMARY
                                   (Unaudited)
<Table>
<Caption>
(Dollars in millions)
                                                                                 Quarters Ended
                                                   ---------------------------------------------------------------------------
                                                   December 31,    September 30,    June 30,        March 31,     December 31,
                                                      2001            2001            2001             2001           2000
                                                      ----            ----            ----             ----           ----
<S>                                                <C>             <C>              <C>             <C>           <C>
NET REVENUES (MANAGED BASIS) (A)
  Travel Related Services                            $ 4,527         $ 4,466         $ 4,644         $ 4,465         $ 4,543
  American Express Financial Advisors                    949             908             162             806           1,066
  American Express Bank                                  168             165             159             158             144
                                                     -------         -------         -------         -------         -------
                                                       5,644           5,539           4,965           5,429           5,753
  Corporate and Other,
    including adjustments and eliminations               (54)            (61)            (55)            (48)            (39)
                                                     -------         -------         -------         -------         -------

CONSOLIDATED NET REVENUES (MANAGED BASIS) (A)        $ 5,590         $ 5,478         $ 4,910         $ 5,381         $ 5,714
                                                     =======         =======         =======         =======         =======

CONSOLIDATED REVENUES (GAAP BASIS)                   $ 5,871         $ 5,724         $ 5,268         $ 5,719         $ 6,067
                                                     =======         =======         =======         =======         =======

PRETAX INCOME (LOSS) (B)
  Travel Related Services                            $   196         $   316         $   730         $   737         $   641
  American Express Financial Advisors                    220             194            (508)             70             344
  American Express Bank                                   16             (62)             18              14               8
                                                     -------         -------         -------         -------         -------
                                                         432             448             240             821             993
  Corporate and Other                                    (85)            (94)            (87)            (80)            (80)
                                                     -------         -------         -------         -------         -------

PRETAX INCOME (B)                                    $   347         $   354         $   153         $   741         $   913
                                                     =======         =======         =======         =======         =======

NET INCOME (LOSS) (B)
  Travel Related Services                            $   170         $   248         $   519         $   522         $   470
  American Express Financial Advisors                    163             145            (307)             51             242
  American Express Bank                                    9             (43)             12               9               6
                                                     -------         -------         -------         -------         -------
                                                         342             350             224             582             718
  Corporate and Other                                    (45)            (52)            (46)            (44)            (41)
                                                     -------         -------         -------         -------         -------

NET INCOME (B)                                       $   297         $   298         $   178         $   538         $   677
                                                     =======         =======         =======         =======         =======
</Table>

(A)   Managed net revenues are reported net of interest expense, where
      applicable, and American Express Financial Advisors' provision for losses
      and benefits, and exclude the effect of TRS' securitization activities.
(B)   Included in 2001 income are two significant items: (a) restructuring
      charges of $279 million ($179 million after-tax) and $352 million ($232
      million after-tax) recognized in the fourth and third quarters,
      respectively, and (b) one-time costs (including waived fees) in the third
      quarter of $98 million ($65 million after-tax) resulting from the
      September 11th terrorist attacks.

                                                                             11

<Page>

(Preliminary)               AMERICAN EXPRESS COMPANY
                          FINANCIAL SUMMARY (CONTINUED)
                                   (Unaudited)

<Table>
<Caption>
                                                                               Quarters Ended
                                                    --------------------------------------------------------------------
                                                    December 31,  September 30,   June 30,     March 31,    December 31,
                                                       2001          2001          2001          2001           2000
                                                       ----          ----          ----          ----           ----
<S>                                                 <C>           <C>             <C>          <C>          <C>
EARNINGS PER SHARE

BASIC
  Earnings Per Common Share                           $ 0.22        $ 0.23        $ 0.13        $ 0.41        $    0.51
                                                      ======        ======        ======        ======        =========
  Average common shares outstanding (millions)         1,329         1,324         1,321         1,323            1,322
                                                      ======        ======        ======        ======        =========

DILUTED
  Earnings Per Common Share                           $ 0.22        $ 0.22        $ 0.13        $ 0.40        $    0.50
                                                      ======        ======        ======        ======        =========
  Average common shares outstanding (millions)         1,336         1,335         1,336         1,344            1,355
                                                      ======        ======        ======        ======        =========

Cash dividends declared per common share              $ 0.08        $ 0.08        $ 0.08        $ 0.08        $    0.08
                                                      ======        ======        ======        ======        =========

<Caption>

                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

                                                                               Quarters Ended
                                                    ---------------------------------------------------------------------
                                                    December 31,  September 30,   June 30,      March 31,    December 31,
                                                      2001           2001          2001          2001            2000
                                                      ----           ----          ----          ----            ----
<S>                                                 <C>           <C>             <C>           <C>          <C>
Return on Average Equity*                              10.9%         14.2%         18.2%         23.5%            25.3%
Common Shares Outstanding (millions)                   1,331         1,336         1,324         1,326            1,326
Book Value per Common Share:
     Actual                                           $ 9.05        $ 9.16        $ 8.88        $ 9.02           $ 8.81
     Pro Forma*                                       $ 9.02        $ 8.92        $ 8.84        $ 8.94           $ 8.92
Shareholders' Equity (billions)                       $ 12.0        $ 12.2        $ 11.8        $ 12.0           $ 11.7
</Table>

* Excludes the effect on Shareholders' Equity of SFAS No. 115 and SFAS No. 133.
  The Company adopted SFAS No. 133 on January 1, 2001.

                                                                             12
<Page>

(Preliminary)              AMERICAN EXPRESS COMPANY
                         RESTRUCTURING CHARGES SUMMARY
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions)

QUARTER ENDED DECEMBER 31, 2001:
- --------------------------------           Restructuring Charges                                Expected Cost Savings
                                         -------------------------         Employee          ---------------------------
                                            Pre-tax      After-tax        Reductions            2002             2003
                                            -------      ---------        ----------            ----             ----
<S>                                      <C>            <C>              <C>                 <C>             <C>
  Travel Related Services                  $    219       $    140               6,200         $    245        $    315
  American Express Financial Advisors            45             29                 400               20              45
  American Express Bank                          12              8                 100                5              10
  Corporate and Other                             3              2                 100               10              10
                                         -----------    -----------      --------------      -----------     -----------

   TOTAL                                   $    279       $    179               6,800         $    280        $    380
                                         ===========    ===========      ==============      ===========     ===========

<Caption>

YEAR ENDED DECEMBER 31, 2001:              Restructuring Charges                                Expected Cost Savings
- -----------------------------            -------------------------           Employee        ---------------------------
                                           Pre-tax       After-tax          Reductions          2002             2003
                                           -------       ---------          ----------          ----             ----
<S>                                      <C>            <C>              <C>                 <C>             <C>
  Travel Related Services                  $    414       $    267              10,900         $    495        $    575
  American Express Financial Advisors           107             70               1,300               60              95
  American Express Bank                          96             65                 500               30              45
  Corporate and Other                            14              9                 200               20              25
                                         -----------    -----------      --------------      -----------     -----------

   TOTAL                                   $    631       $    411              12,900         $    605        $    740
                                         ===========    ===========      ==============      ===========     ===========
</Table>

                                                                             13
<Page>

(Preliminary)                TRAVEL RELATED SERVICES
                              STATEMENTS OF INCOME
                           (Unaudited, Managed Basis)

<Table>
<Caption>
(Dollars in millions)
                                                Quarters Ended                                      Years Ended
                                                 December 31,                                       December 31,
                                          -------------------------    Percentage            -------------------------   Percentage
                                             2001           2000        Inc/(Dec)               2001           2000       Inc/(Dec)
                                             ----           ----        --------                ----           ----       --------
<S>                                       <C>            <C>           <C>                   <C>            <C>          <C>
Net Revenues:
  Discount Revenue                         $  1,913       $  2,062         (7.2)%              $ 7,714        $ 7,779        (0.8)%
  Net Card Fees                                 426            417          2.2                  1,691          1,653         2.3
  Lending:
    Finance Charge Revenue                    1,156          1,090          6.2                  4,622          3,977        16.2
    Interest Expense                            289            448        (35.5)                 1,484          1,594        (6.9)
                                          ----------     ----------                          ----------     ----------
      Net Finance Charge Revenue                867            642         35.2                  3,138          2,383        31.7
  Travel Commissions and Fees                   334            442        (24.6)                 1,537          1,821       (15.6)
  Travelers Cheque Investment Income             94             95         (0.7)                   394            387         1.9
  Other Revenues                                893            885          0.9                  3,628          3,418         6.1
                                          ----------     ----------                          ----------     ----------
        Total Net Revenues                    4,527          4,543         (0.3)                18,102         17,441         3.8
                                          ----------     ----------                          ----------     ----------
Expenses:
  Marketing and Promotion                       282            314        (10.1)                 1,145          1,348       (15.1)
  Provision for Losses and Claims:
    Charge Card                                 343            262         31.0                  1,231          1,157         6.4
    Lending                                     605            432         40.0                  2,243          1,486        50.9
    Other                                        81             19            #                    164            105        56.5
                                          ----------     ----------                          ----------     ----------
      Total                                   1,029            713         44.2                  3,638          2,748        32.4
  Charge Card Interest Expense                  335            383        (12.6)                 1,476          1,408         4.8
  Human Resources                               918          1,046        (12.3)                 3,992          4,126        (3.2)
  Other Operating Expenses                    1,548          1,446          7.1                  5,379          5,098         5.5
  Restructuring Charges                         219              -            -                    414              -           -
  Disaster Recovery Charge (A)                    -              -            -                     79              -           -
                                          ----------     ----------                          ----------     ----------
        Total Expenses                        4,331          3,902         11.0                 16,123         14,728         9.5
                                          ----------     ----------                          ----------     ----------
Pretax Income                                   196            641        (69.4)                 1,979          2,713       (27.1)
Income Tax Provision                             26            171        (84.9)                   520            784       (33.7)
                                          ----------     ----------                          ----------     ----------
Net Income                                 $    170       $    470        (63.7)               $ 1,459        $ 1,929       (24.4)
                                          ==========     ==========                          ==========     ==========
</Table>

# Denotes a variance of more than 100%.

(A) The disaster recovery charge excludes approximately $8 million of waived
    finance charges and late fees recognized in the third quarter 2001.

These Statements of Income are provided on a Managed Basis for analytical
purposes only. They present the income statements of TRS as if there had been no
securitization transactions. On a GAAP reporting basis, TRS recognized pretax
gains of $155 million ($101 million after-tax) and $142 million ($92 million
after-tax) in 2001 and 2000, respectively, related to the securitization of U.S.
receivables. These gains were invested in card acquisition activities and had no
material impact on Net Income or Total Expenses in 2001 or 2000. For purposes of
this presentation such gains and corresponding changes in Marketing and
Promotion and Other Operating Expenses have been eliminated in 2001 and 2000.

                                                                             14
<Page>

(Preliminary)                TRAVEL RELATED SERVICES
                              STATEMENTS OF INCOME
                        (Unaudited, GAAP Reporting Basis)

<Table>
<Caption>
(Dollars in millions)
                                                 Quarters Ended                                  Years Ended
                                                  December 31,                                   December 31,
                                           ------------------------     Percentage        -------------------------     Percentage
                                              2001          2000         Inc/(Dec)           2001           2000         Inc/(Dec)
                                              ----          ----         ---------           ----           ----         --------
<S>                                        <C>          <C>             <C>               <C>            <C>            <C>
Net Revenues:
  Discount Revenue                           $ 1,913       $ 2,062           (7.2)%         $ 7,714        $ 7,779          (0.8)%
  Net Card Fees                                  426           417            2.2             1,675          1,651           1.4
  Lending:
    Finance Charge Revenue                       423           498          (15.1)            1,865          2,026          (7.9)
    Interest Expense                             173           277          (37.8)              953          1,039          (8.3)
                                           ----------    ----------                       ----------     ----------
      Net Finance Charge Revenue                 250           221           13.4               912            987          (7.6)
  Travel Commissions and Fees                    334           442          (24.6)            1,537          1,821         (15.6)
  Travelers Cheque Investment Income              94            95           (0.7)              394            387           1.9
  Other Revenues                               1,290         1,184            9.0             5,127          4,495          14.0
                                           ----------    ----------                       ----------     ----------
        Total Net Revenues                     4,307         4,421           (2.6)           17,359         17,120           1.4
                                           ----------    ----------                       ----------     ----------
Expenses:
  Marketing and Promotion                        282           314          (10.1)            1,237          1,434         (13.7)
  Provision for Losses and Claims:
    Charge Card                                  343           228           50.3             1,195          1,006          18.7
    Lending                                      381           277           37.9             1,318            891          48.0
    Other                                         81            19              #               164            105          56.5
                                           ----------    ----------                       ----------     ----------
      Total                                      805           524           53.5             2,677          2,002          33.7
  Charge Card Interest Expense                   339           336            0.8             1,443          1,202          20.0
  Net Discount Expense                             -           114              -                96            489         (80.3)
  Human Resources                                918         1,046          (12.3)            3,992          4,126          (3.2)
  Other Operating Expenses                     1,548         1,446            7.1             5,442          5,154           5.6
  Restructuring Charges                          219             -             -                414              -            -
  Disaster Recovery Charge (A)                     -             -             -                 79              -            -
                                           ----------    ----------                       ----------     ----------
        Total Expenses                         4,111         3,780            8.8            15,380         14,407           6.7
                                           ----------    ----------                       ----------     ----------
Pretax Income                                    196           641          (69.4)            1,979          2,713          (8.9)
Income Tax Provision                              26           171          (84.9)              520            784         (33.7)
                                           ----------    ----------                       ----------     ----------
Net Income                                   $   170       $   470          (63.7)          $ 1,459        $ 1,929         (24.4)
                                           ==========    ==========                       ==========     ==========
</Table>

# Denotes a variance of more than 100%.

(A) The disaster recovery charge excludes approximately $8 million of waived
    finance charges and late fees recognized in the third quarter 2001.

                                                                             15
<Page>



(Preliminary)                TRAVEL RELATED SERVICES
                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Table>
<Caption>
(Amounts in billions, except percentages and where indicated)

                                                         Quarters Ended                             Years Ended
                                                           December 31,                              December 31,
                                                    ------------------------  Percentage       ------------------------  Percentage
                                                       2001          2000      Inc/(Dec)          2001          2000      Inc/(Dec)
                                                       ----          ----      --------           ----          ----      --------
<S>                                                 <C>            <C>        <C>              <C>           <C>         <C>
Total Cards in Force (millions):
  United States                                           34.6         33.3         3.8 %           34.6          33.3        3.8 %
  Outside the United States                               20.6         18.4        12.1             20.6          18.4       12.1
                                                    -----------    ---------                   ----------    ----------
      Total                                               55.2         51.7         6.8             55.2          51.7        6.8
                                                    ===========    =========                   ==========    ==========
Basic Cards in Force (millions):
  United States                                           26.8         26.3         2.2             26.8          26.3        2.2
  Outside the United States                               15.6         13.9        12.2             15.6          13.9       12.2
                                                    -----------    ---------                   ----------    ----------
      Total                                               42.4         40.2         5.7             42.4          40.2        5.7
                                                    ===========    =========                   ==========    ==========
Card Billed Business:
  United States                                       $   55.8      $  59.0        (5.5)         $ 224.5       $ 221.7        1.3
  Outside the United States                               18.6         20.0        (7.2)            73.5          75.0       (2.1)
                                                    -----------    ---------                   ----------    ----------
      Total                                           $   74.4      $  79.0        (5.9)         $ 298.0       $ 296.7        0.4
                                                    ===========    =========                   ==========    ==========

Average Discount Rate (A)                               2.66 %       2.69 %          -            2.67 %        2.70 %         -
Average Basic Cardmember Spending (dollars) (A)       $  1,897      $ 2,113       (10.2)         $ 7,666       $ 8,229       (6.8)
Average Fee per Card - Managed (dollars) (A)          $     34      $    35        (2.9)         $    34       $    36       (5.6)
Non-Amex Brand (B):
  Cards in Force (millions)                                0.7          0.6         6.0              0.7           0.6        6.0
  Billed Business                                     $    0.9      $   1.1       (21.6)         $   3.4       $   3.2        6.6
Travel Sales                                          $    3.3      $   5.5       (40.2)         $  17.2       $  22.6      (24.1)
  Travel Commissions and Fees/Sales (C)                 10.2 %        8.0 %          -             8.9 %         8.1 %         -
Travelers Cheque:
  Sales                                               $    4.7      $   5.1        (9.3)         $  23.5       $  24.6       (4.5)
  Average Outstanding                                 $    6.2      $   6.2          -           $   6.4       $   6.4       (0.7)
  Average Investments                                 $    6.5      $   6.2         4.8          $   6.6       $   6.2        5.2
  Tax Equivalent Yield                                   9.1 %        9.1 %          -             9.0 %         8.9 %         -
Total Debt                                            $   37.8      $  40.0        (5.7)         $  37.8       $  40.0       (5.7)
Shareholder's Equity                                  $    6.7      $   6.6         2.2          $   6.7       $   6.6        2.2
Return on Average Equity (D)                            21.9 %       33.0 %          -            21.9 %        33.0 %         -
Return on Average Assets (E)                             2.1 %        3.0 %          -             2.1 %         3.0 %         -
</Table>

(A) Computed from proprietary card activities only.
(B) This data relates to Visa and Eurocards issued in connection with joint
    venture activities.
(C) Computed from information provided herein.
(D) Excludes the effect on Shareholder's Equity of SFAS No. 115 and SFAS No.
    133. The Company adopted SFAS No. 133 on January 1, 2001.
(E) Excludes the effect on total assets of SFAS No. 115 and SFAS No. 133 to the
    extent that they directly affect Shareholder's Equity.

                                                                            16
<Page>

(Preliminary)              TRAVEL RELATED SERVICES
                  SELECTED STATISTICAL INFORMATION (CONTINUED)
                           (Unaudited, Managed Basis)

<Table>
<Caption>
(Amounts in billions, except percentages and where indicated)

                                                  Quarters Ended                                   Years Ended
                                                   December 31,                                    December 31,
                                            --------------------------   Percentage         -------------------------   Percentage
                                               2001            2000       Inc/(Dec)           2001            2000       Inc/(Dec)
                                               ----            ----       --------            ----            ----       --------
<S>                                         <C>             <C>          <C>                <C>            <C>          <C>
Charge Card Receivables:
  Total Receivables                           $   26.2       $   29.0         (9.6)%          $  26.2        $  29.0        (9.6)%
  90 Days Past Due as a % of Total               2.9 %          2.3 %           -               2.9 %          2.3 %          -
  Loss Reserves (millions)                    $  1,032       $    964          7.1            $ 1,032        $   964         7.1
    % of Receivables                             3.9 %          3.3 %           -               3.9 %          3.3 %          -
    % of 90 Days Past Due                        136 %          142 %           -               136 %          142 %          -
  Net Loss Ratio                                0.47 %         0.36 %           -              0.42 %         0.36 %          -

U.S. Lending:
  Total Loans                                 $   32.0       $   28.7         11.5            $  32.0        $  28.7        11.5
  Past Due Loans as a % of Total:
    30-89 Days                                   2.1 %          1.9 %           -               2.1 %          1.9 %          -
    90+ Days                                     1.2 %          0.9 %           -               1.2 %          0.9 %          -
  Loss Reserves (millions):
    Beginning Balance                         $  1,018       $    731         39.3            $   820        $   672        22.0
      Provision                                    519            377         37.7              1,933          1,258        53.6
      Net Charge-Offs/Other                       (460)          (288)        59.5             (1,676)        (1,110)       50.9
                                            -----------     ----------                      ----------     ----------
    Ending Balance                            $  1,077       $    820         31.4            $ 1,077        $   820        31.4
                                            ===========     ==========                      ==========     ==========
    % of Loans                                   3.4 %          2.9 %           -               3.4 %          2.9 %          -
    % of Past Due                                101 %          104 %           -               101 %          104 %          -
  Average Loans                               $   31.5       $   27.6         13.9            $  30.7        $  25.8        18.9
  Net Write-Off Rate                             5.9 %          4.4 %           -               5.6 %          4.4 %          -
  Net Interest Yield                             9.6 %          7.7 %           -               8.8 %          7.6 %          -
</Table>

                                                                           17
<Page>

(Preliminary)                TRAVEL RELATED SERVICES
                              STATEMENTS OF INCOME
                           (Unaudited, Managed Basis)

<Table>
<Caption>
(Dollars in millions)
                                                                                 Quarters Ended
                                               ---------------------------------------------------------------------------------
                                               December 31,     September 30,        June 30,         March 31,     December 31,
                                                   2001             2001              2001              2001            2000
                                                   ----             ----              ----              ----            ----
<S>                                            <C>              <C>               <C>               <C>             <C>
Net Revenues:
  Discount Revenue                               $   1,913        $    1,870        $    2,007        $   1,925        $  2,062
  Net Card Fees                                        426               423               420              422             417
  Lending:
    Finance Charge Revenue                           1,156             1,187             1,159            1,120           1,090
    Interest Expense                                   289               358               408              429             448
                                               ------------     -------------     -------------     ------------     -----------
      Net Finance Charge Revenue                       867               829               751              691             642
  Travel Commissions and Fees                          334               358               427              418             442
  Travelers Cheque Investment Income                    94               103               100               98              95
  Other Revenues                                       893               883               939              911             885
                                               ------------     -------------     -------------     ------------     -----------
        Total Net Revenues                           4,527             4,466             4,644            4,465           4,543
                                               ------------     -------------     -------------     ------------     -----------
Expenses:
  Marketing and Promotion                              282               298               269              296             314
  Provision for Losses and Claims:
    Charge Card                                        343               284               320              285             262
    Lending                                            605               573               564              501             432
    Other                                               81                34                25               24              19
                                               ------------     -------------     -------------     ------------     -----------
      Total                                          1,029               891               909              810             713
  Charge Card Interest Expense                         335               365               383              393             383
  Human Resources                                      918               987             1,053            1,034           1,046
  Other Operating Expenses                           1,548             1,335             1,300            1,195           1,446
  Restructuring Charges                                219               195                 -                -               -
  Disaster Recovery Charge (A)                           -                79                 -                -               -
                                               ------------     -------------     -------------     ------------     -----------
        Total Expenses                               4,331             4,150             3,914            3,728           3,902
                                               ------------     -------------     -------------     ------------     -----------
Pretax Income                                          196               316               730              737             641
Income Tax Provision                                    26                68               211              215             171
                                               ------------     -------------     -------------     ------------     -----------
Net Income                                       $     170        $      248        $      519        $     522        $    470
                                               ============     =============     =============     ============     ===========
</Table>

(A) The disaster recovery charge excludes approximately $8 million of waived
    finance charges and late fees recognized in the third quarter 2001.

These Statements of Income are provided on a Managed Basis for analytical
purposes only. They present the income statements of TRS as if there had been no
securitization transactions. On a GAAP reporting basis, TRS recognized pretax
gains of $29 million ($19 million after-tax) in the third quarter of 2001, $84
million ($55 million after-tax) in the second quarter of 2001, and $42 million
($27 million after-tax) in the first quarter of 2001, related to the
securitization of U.S. receivables. These gains were invested in card
acquisition activities and had no material impact on Net Income or Total
Expenses in any quarter. For purposes of this presentation such gains and
corresponding changes in Marketing and Promotion and Other Operating Expenses
have been eliminated in each quarter.

                                                                              18
<Page>

(Preliminary)                TRAVEL RELATED SERVICES
                              STATEMENTS OF INCOME
                        (Unaudited, GAAP Reporting Basis)

<Table>
<Caption>
(Dollars in millions)
                                                                                  Quarters Ended
                                               ------------------------------------------------------------------------------------
                                                 December 31,    September 30,        June 30,         March 31,       December 31,
                                                     2001            2001               2001             2001             2000
                                                     ----            ----               ----             ----             ----
<S>                                            <C>               <C>                <C>               <C>              <C>
Net Revenues:
  Discount Revenue                               $    1,913        $    1,870         $   2,007         $  1,925         $  2,062
  Net Card Fees                                         426               423               404              422              417
  Lending:
    Finance Charge Revenue                              423               458               467              518              498
    Interest Expense                                    173               236               267              278              277
                                               -------------     -------------      ------------      -----------      -----------
      Net Finance Charge Revenue                        250               222               200              240              221
  Travel Commissions and Fees                           334               358               427              418              442
  Travelers Cheque Investment Income                     94               103               100               98               95
  Other Revenues                                      1,290             1,252             1,358            1,223            1,184
                                               -------------     -------------      ------------      -----------      -----------
        Total Net Revenues                            4,307             4,228             4,496            4,326            4,421
                                               -------------     -------------      ------------      -----------      -----------
Expenses:
  Marketing and Promotion                               282               314               320              321              314
  Provision for Losses and Claims:
    Charge Card                                         343               284               319              249              228
    Lending                                             381               302               346              287              277
    Other                                                81                34                25               24               19
                                               -------------     -------------      ------------      -----------      -----------
      Total                                             805               620               690              560              524
  Charge Card Interest Expense                          339               369               387              349              336
  Net Discount Expense                                    -                 -               (17)             113              114
  Human Resources                                       918               987             1,053            1,034            1,046
  Other Operating Expenses                            1,548             1,348             1,333            1,212            1,446
  Restructuring Charges                                 219               195                 -                -                -
  Disaster Recovery Charge (A)                            -                79                 -                -                -
                                               -------------     -------------      ------------      -----------      -----------
        Total Expenses                                4,111             3,912             3,766            3,589            3,780
                                               -------------     -------------      ------------      -----------      -----------
Pretax Income                                           196               316               730              737              641
Income Tax Provision                                     26                68               211              215              171
                                               -------------     -------------      ------------      -----------      -----------
Net Income                                       $      170        $      248         $     519         $    522         $    470
                                               =============     =============      ============      ===========      ===========
</Table>

(A) The disaster recovery charge excludes approximately $8 million of waived
    finance charges and late fees recognized in the third quarter 2001.

                                                                              19
<Page>

(Preliminary)                TRAVEL RELATED SERVICES
                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Table>
<Caption>
(Amounts in billions, except percentages and where indicated)
                                                                                   Quarters Ended
                                                    -------------------------------------------------------------------------------
                                                     December 31,     September 30,     June 30,      March 31,       December 31,
                                                         2001             2001            2001           2001             2000
                                                         ----             ----            ----           ----             ----
<S>                                                 <C>               <C>              <C>            <C>             <C>
Total Cards in Force (millions):
  United States                                             34.6             34.7            34.6           34.2             33.3
  Outside the United States                                 20.6             20.2            19.7           19.0             18.4
                                                    -------------     ------------     -----------    -----------     ------------
      Total                                                 55.2             54.9            54.3           53.2             51.7
                                                    =============     ============     ===========    ===========     ============
Basic Cards in Force (millions):
  United States                                             26.8             26.9            26.9           26.9             26.3
  Outside the United States                                 15.6             15.4            15.0           14.4             13.9
                                                    -------------     ------------     -----------    -----------     ------------
      Total                                                 42.4             42.3            41.9           41.3             40.2
                                                    =============     ============     ===========    ===========     ============
Card Billed Business:
  United States                                       $     55.8        $    54.4        $   58.8       $   55.6        $    59.0
  Outside the United States                                 18.6             18.0            18.5           18.4             20.0
                                                    -------------     ------------     -----------    -----------     ------------
      Total                                           $     74.4        $    72.4        $   77.3       $   74.0        $    79.0
                                                    =============     ============     ===========    ===========     ============
Average Discount Rate (A)                                 2.66 %           2.67 %          2.67 %         2.68 %           2.69 %
Average Basic Cardmember Spending (dollars) (A)       $    1,897        $   1,846        $  1,986       $  1,933        $   2,113
Average Fee per Card - Managed (dollars) (A)          $       34        $      34        $     34       $     35        $      35
Non-Amex Brand (B):
  Cards in Force (millions)                                  0.7              0.7             0.7            0.6              0.6
  Billed Business                                     $      0.9        $     0.9        $    0.8       $    0.8        $     1.1
Travel Sales                                          $      3.3        $     3.9        $    4.9       $    5.0        $     5.5
  Travel Commissions and Fees/Sales (C)                   10.2 %            9.2 %           8.7 %          8.4 %            8.0 %
Travelers Cheque:
  Sales                                               $      4.7        $     7.3        $    6.5       $    5.0        $     5.1
  Average Outstanding                                 $      6.2        $     6.8        $    6.5       $    6.1        $     6.2
  Average Investments                                 $      6.5        $     7.0        $    6.5       $    6.3        $     6.2
  Tax Equivalent Yield                                     9.1 %            8.8 %           9.0 %          9.1 %            9.1 %
Total Debt                                            $     37.8        $    38.0        $   37.6       $   35.5        $    40.0
Shareholder's Equity                                  $      6.7        $     6.6        $    6.7       $    6.7        $     6.6
Return on Average Equity (D)                              21.9 %           27.0 %          32.0 %         33.0 %           33.0 %
Return on Average Assets (E)                               2.1 %            2.6 %           3.0 %          3.1 %            3.0 %
</Table>

(A) Computed from proprietary card activities only.
(B) This data relates to Visa and Eurocards issued in connection with joint
    venture activities.
(C) Computed from information provided herein.
(D) Excludes the effect on Shareholder's Equity of SFAS No. 115 and SFAS No.
    133. The Company adopted SFAS No. 133 on January 1, 2001.
(E) Excludes the effect on total assets of SFAS No. 115 and SFAS No. 133 to the
    extent that they directly affect Shareholder's Equity.

                                                                              20

<Page>

(Preliminary)               TRAVEL RELATED SERVICES
                  SELECTED STATISTICAL INFORMATION (CONTINUED)
                           (Unaudited, Managed Basis)

<Table>
<Caption>
(Amounts in billions, except percentages and where indicated)

                                                                                 Quarters Ended
                                               ----------------------------------------------------------------------------------
                                                December 31,     September 30,       June 30,        March 31,       December 31,
                                                    2001             2001             2001             2001             2000
                                                    ----             ----             ----             ----             ----
<S>                                            <C>               <C>             <C>              <C>                <C>
Charge Card Receivables:
  Total Receivables                              $     26.2        $    24.8       $     26.1       $     26.4        $   29.0
  90 Days Past Due as a % of Total                     2.9%            3.0 %            2.9 %            2.7 %           2.3 %
  Loss Reserves (millions)                       $    1,032        $   1,026       $    1,034       $    1,004        $    964
    % of Receivables                                  3.9 %            4.1 %            4.0 %            3.8 %           3.3 %
    % of 90 Days Past Due                             136 %            136 %            138 %            139 %           142 %
  Net Loss Ratio                                     0.47 %           0.45 %           0.42 %           0.35 %          0.36 %

U.S. Lending:
  Total Loans                                    $     32.0        $    31.3       $     31.2       $     30.2        $   28.7
  Past Due Loans as a % of Total:
    30-89 Days                                        2.1 %            2.2 %            1.9 %            2.0 %           1.9 %
    90+ Days                                          1.2 %            1.0 %            1.0 %            0.9 %           0.9 %
  Loss Reserves (millions):
    Beginning Balance                            $    1,018            $ 959       $      907       $      820        $    731
      Provision                                         519              493              495              426             377
      Net Charge-Offs/Other                            (460)            (434)            (443)            (339)           (288)
                                               -------------     ------------    -------------    -------------     -----------
    Ending Balance                               $    1,077        $   1,018       $      959       $      907        $    820
                                               =============     ============    =============    =============     ===========
    % of Loans                                        3.4 %            3.3 %            3.1 %            3.0 %           2.9 %
    % of Past Due                                     101 %            101 %            107 %            103 %           104 %
  Average Loans                                  $     31.5        $    31.0       $     30.3       $     28.9        $   27.6
  Net Write-Off Rate                                  5.9 %            5.6 %            5.7 %            5.1 %           4.4 %
  Net Interest Yield                                  9.6 %            8.8 %            8.6 %            8.3 %           7.7 %
</Table>

                                                                              21
<Page>

(Preliminary)            AMERICAN EXPRESS FINANCIAL ADVISORS
                              STATEMENTS OF INCOME
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions)
                                                   Quarters Ended                                 Years Ended
                                                    December 31,                                  December 31,
                                             --------------------------   Percentage         ------------------------    Percentage
                                               2001             2000       Inc/(Dec)           2001          2000         Inc/(Dec)
                                               ----             ----       --------            ----          ----          ------
<S>                                         <C>             <C>           <C>                <C>           <C>           <C>
Net Revenues:
  Investment Income                            $   549        $    546          0.6 %          $ 1,162       $ 2,292        (49.3)%
  Management and Distribution Fees                 603             722        (16.6)             2,458         2,812        (12.6)
  Other Revenues                                   299             273          9.5              1,171         1,026         14.2
                                             ----------     -----------                      ----------    ----------
    Total Revenues                               1,451           1,541         (5.9)             4,791         6,130        (21.8)
  Provision for Losses and Benefits:
    Annuities                                      256             251          1.7                989         1,018         (2.8)
    Insurance                                      168             134         26.0                648           556         16.6
    Investment Certificates                         78              90        (14.1)               329           337         (2.3)
                                             ----------     -----------                      ----------    ----------
      Total                                        502             475          5.6              1,966         1,911          2.9
                                             ----------     -----------                      ----------    ----------
    Net Revenues                                   949           1,066        (11.0)             2,825         4,219        (33.0)
                                             ----------     -----------                      ----------    ----------

Expenses:
  Human Resources                                  455             540        (15.7)             1,969         2,093         (5.9)
  Other Operating Expenses                         229             182         26.0                762           643         18.4
  Restructuring Charges                             45               -           -                 107             -           -
  Disaster Recovery Charge                           -               -           -                  11             -           -
                                             ----------     -----------                      ----------    ----------
    Total Expenses                                 729             722          1.0              2,849         2,736          4.1
                                             ----------     -----------                      ----------    ----------
Pretax Income                                      220             344        (36.2)               (24)        1,483           -
Income Tax Provision                                57             102        (44.0)               (76)          451           -
                                             ----------     -----------                      ----------    ----------
Net Income                                     $   163        $    242        (32.9)           $    52       $ 1,032        (94.9)
                                             ==========     ===========                      ==========    ==========
</Table>


                                                                              22
<Page>

(Preliminary)          AMERICAN EXPRESS FINANCIAL ADVISORS
                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions, except where indicated)

                                                         Quarters Ended                              Years Ended
                                                          December 31,                               December 31,
                                                  --------------------------  Percentage      -------------------------   Percentage
                                                      2001           2000      Inc/(Dec)          2001         2000        Inc/(Dec)
                                                      ----           ----      --------           ----         ----        -------
<S>                                               <C>            <C>          <C>             <C>           <C>           <C>
Investments (billions)*                             $   33.6       $   30.5        10.3 %       $   33.6      $   30.5        10.3 %
Client Contract Reserves (billions)                 $   32.8       $   31.4         4.2         $   32.8      $   31.4         4.2
Shareholder's Equity (billions)                     $    5.4       $    4.4        22.1         $    5.4      $    4.4        22.1
Return on Average Equity **                            1.0 %         22.6 %          -             1.0 %        22.6 %          -

Life Insurance in Force (billions)                  $  107.9       $   98.1        10.0         $  107.9      $   98.1        10.0
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                 $   49.7       $   55.0        (9.8)        $   49.7      $   55.0        (9.8)
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                         27.3           32.3       (15.5)            27.3          32.3       (15.5)
        Other Owned Assets                              44.2           41.3         7.1             44.2          41.3         7.1
                                                  -----------    -----------                  -----------   -----------
          Total Owned Assets                            71.5           73.6        (2.8)            71.5          73.6        (2.8)
      Managed Assets                                    98.7          112.0       (11.8)            98.7         112.0       (11.8)
      Administered Assets                               33.4           34.4        (2.9)            33.4          34.4        (2.9)
                                                  -----------    -----------                  -----------   -----------
        Total                                       $  253.3       $  275.0        (7.9)        $  253.3      $  275.0        (7.9)
                                                  ===========    ===========                  ===========   ===========
Market Appreciation (Depreciation) During
  the Period:
  Owned Assets:
    Separate Account Assets                         $  2,674       $ (4,937)         -          $ (5,752)     $ (5,109)         -
    Other Owned Assets                              $   (493)      $    153          -          $    879      $    106          -
  Total Managed Assets                              $  9,162       $(14,923)         -          $(18,662)     $(14,467)         -

Cash Sales:
  Mutual Funds                                      $  7,913       $  9,890       (20.0)        $ 33,581      $ 44,068       (23.8)
  Annuities                                            1,507          1,493         1.0            5,648         5,886        (4.0)
  Investment Certificates                                876            722        21.3            3,788         3,297        14.9
  Life and Other Insurance Products                      218            225        (3.3)             895           900        (0.5)
  Institutional                                          747          1,571       (52.5)           5,006         6,601       (24.2)
  Other                                                1,150          1,508       (23.7)           5,276         3,557        48.3
                                                  -----------    -----------                  -----------   -----------
Total Cash Sales                                    $ 12,411       $ 15,409       (19.5)        $ 54,194      $ 64,309       (15.7)
                                                  ===========    ===========                  ===========   ===========

Number of Financial Advisors                          11,535         12,663        (8.9)          11,535        12,663        (8.9)
Fees from Financial Plans and Advice Services       $   27.1       $   21.4        26.5         $  107.5      $   97.7        10.1
Percentage of Total Sales from Financial Plans
  and Advice Services                                 72.4 %         70.3 %          -            72.5 %        68.1 %          -
</Table>


 * Excludes cash, derivatives, short term and other investments.

** Excludes the effect on Shareholder's Equity of SFAS No. 115 and SFAS No. 133.
   The Company adopted SFAS No. 133 on January 1, 2001.

                                                                              23
<Page>

(Preliminary)           AMERICAN EXPRESS FINANCIAL ADVISORS
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions)
                                                                                Quarters Ended
                                             ------------------------------------------------------------------------------------
                                              December 31,     September 30,       June 30,         March 31,        December 31,
                                                 2001              2001             2001              2001              2000
                                                 ----              ----             ----              ----              ----
<S>                                          <C>               <C>               <C>              <C>               <C>
Net Revenues:
  Investment Income                            $      549        $      490        $    (246)       $      368        $      546
  Management and Distribution Fees                    603               595              623               638               722
  Other Revenues                                      299               307              290               277               273
                                             -------------     -------------     ------------     -------------     -------------
    Total Revenues                                  1,451             1,392              667             1,283             1,541
  Provision for Losses and Benefits:
    Annuities                                         256               242              255               238               251
    Insurance                                         168               171              152               157               134
    Investment Certificates                            78                71               98                82                90
                                             -------------     -------------     ------------     -------------     -------------
      Total                                           502               484              505               477               475
                                             -------------     -------------     ------------     -------------     -------------
    Net Revenues                                      949               908              162               806             1,066
                                             -------------     -------------     ------------     -------------     -------------

Expenses:
  Human Resources                                     455               469              496               548               540
  Other Operating Expenses                            229               172              174               188               182
  Restructuring Charges                                45                62                -                 -                 -
  Disaster Recovery Charge                              -                11                -                 -                 -
                                             -------------     -------------     ------------     -------------     -------------
    Total Expenses                                    729               714              670               736               722
                                             -------------     -------------     ------------     -------------     -------------
Pretax Income (Loss)                                  220               194             (508)               70               344
Income Tax Provision (Benefit)                         57                49             (201)               19               102
                                             -------------     -------------     ------------     -------------     -------------
Net Income (Loss)                              $      163        $      145        $    (307)       $       51        $      242
                                             =============     =============     ============     =============     =============
</Table>

                                                                              24
<Page>

(Preliminary)          AMERICAN EXPRESS FINANCIAL ADVISORS
                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions, except where indicated)
                                                                                                 Quarters Ended
                                                    --------------------------------------------------------------------------------
                                                     December 31,     September 30,      June 30,       March 31,       December 31,
                                                         2001             2001            2001            2001             2000
                                                         ----             ----            ----            ----             ----
<S>                                                 <C>               <C>             <C>            <C>              <C>
Investments (billions)*                               $      33.6       $    32.9       $   32.0       $    31.2        $    30.5
Client Contract Reserves (billions)                   $      32.8       $    32.6       $   32.1       $    31.7        $    31.4
Shareholder's Equity (billions)                       $       5.4       $     5.5       $    4.6       $     4.7        $     4.4
Return on Average Equity**                                  1.0 %           2.7 %          5.4 %          17.8 %           22.6 %

Life Insurance in Force (billions)                    $     107.9       $   104.8       $  102.3       $   100.0        $    98.1
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                   $      49.7       $    47.8       $   54.3       $    53.7        $    55.0
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                              27.3            24.3           28.9            27.4             32.3
        Other Owned Assets                                   44.2            42.5           41.6            42.0             41.3
                                                    --------------    ------------    -----------    ------------     ------------
          Total Owned Assets                                 71.5            66.8           70.5            69.4             73.6
      Managed Assets                                         98.7            91.2          104.0            99.8            112.0
      Administered Assets                                    33.4            28.6           33.0            30.8             34.4
                                                    --------------    ------------    -----------    ------------     ------------
        Total                                         $     253.3       $   234.4       $  261.8       $   253.7        $   275.0
                                                    ==============    ============    ===========    ============     ============
Market Appreciation (Depreciation) During
  the Period:
  Owned Assets:
    Separate Account Assets                           $     2,674       $  (4,470)      $  1,248       $  (5,204)       $  (4,937)
    Other Owned Assets                                $      (493)      $     535       $    229       $     608        $     153
  Total Managed Assets                                $     9,162       $ (15,719)      $  4,552       $ (16,657)       $ (14,923)

Cash Sales:
  Mutual Funds                                        $     7,913       $   7,384       $  8,394       $   9,889        $   9,890
  Annuities                                                 1,507           1,308          1,406           1,427            1,493
  Investment Certificates                                     876             941          1,017             954              722
  Life and Other Insurance Products                           218             200            233             244              225
  Institutional                                               747             488          1,265           2,506            1,571
  Other                                                     1,150           1,115          1,058           1,955            1,508
                                                    --------------    ------------    -----------    ------------     ------------
Total Cash Sales                                      $    12,411       $  11,436       $ 13,373       $  16,975        $  15,409
                                                    ==============    ============    ===========    ============     ============

Number of Financial Advisors                               11,535          11,385         11,646          12,052           12,663
Fees from Financial Plans and Advice Services         $      27.1       $    23.1       $   29.7       $    27.6        $    21.4
Percentage of Total Sales from Financial Plans
  and Advice Services                                      72.4 %          72.4 %         72.3 %          73.0 %           70.3 %
</Table>

 * Excludes cash, derivatives, short term and other investments.
** Excludes the effect on Shareholder's Equity of SFAS No. 115 and SFAS No. 133.
   The Company adopted SFAS No. 133 on January 1, 2001.

                                                                              25
<Page>



(Preliminary)                 AMERICAN EXPRESS BANK
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions)
                                                       Quarters Ended                              Years Ended
                                                        December 31,                                December 31,
                                                ------------------------  Percentage           -----------------------  Percentage
                                                   2001          2000       Inc/(Dec)             2001          2000      Inc/(Dec)
                                                   ----          ----       ---------             ----          ----      --------
<S>                                             <C>           <C>         <C>                  <C>           <C>        <C>
Net Revenues:
  Interest Income                                 $   154       $   181        (14.7)%           $   698       $  735        (5.0)%
  Interest Expense                                     65           122        (46.3)                396          484       (18.2)
                                                ----------    ----------                       ----------    ---------
    Net Interest Income                                89            59         50.2                 302          251        20.4
  Commissions and Fees                                 49            52         (6.4)                203          214        (5.4)
  Foreign Exchange Income & Other Revenue              30            33        (10.7)                144          126        13.9
                                                ----------    ----------                       ----------    ---------
    Total Net Revenues                                168           144         15.9                 649          591         9.7
                                                ----------    ----------                       ----------    ---------

Expenses:
  Human Resources                                      62            60          2.2                 247          257        (4.0)
  Other Operating Expenses                             57            68        (17.4)                255          273        (6.4)
  Provision for Losses:
    Ongoing                                            21             8            #                  65           28           #
    Restructuring Related*                              -             -            -                  26            -           -
                                                ----------    ----------                       ----------    ---------
      Total                                            21             8            #                  91           28           #
  Restructuring Charges*                               12             -            -                  70            -           -
                                                ----------    ----------                       ----------    ---------
    Total Expenses                                    152           136         10.6                 663          558        18.6
                                                ----------    ----------                       ----------    ---------
Pretax Income (Loss)                                   16             8            #                 (14)          33           -
Income Tax Provision (Benefit)                          7             2            #                  (1)           4           -
                                                ----------    ----------                       ----------    ---------
Net Income (Loss)                                 $     9       $     6         44.5             $   (13)      $   29           -
                                                ==========    ==========                       ==========    =========
</Table>

* Included in the 2001 net income (loss) are restructuring charges of $96
  million ($65 million after-tax), of which $12 million ($8 million after-tax)
  was recognized in the fourth quarter.
# Denotes a variance of more than 100%.

                                                                              26
<Page>

(Preliminary)                    AMERICAN EXPRESS BANK
                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Table>
<Caption>
(Dollars in billions, except where indicated)
                                                        Quarters Ended                             Years Ended
                                                         December 31,                               December 31,
                                                  -------------------------  Percentage        -----------------------    Percentage
                                                     2001           2000       Inc/(Dec)         2001          2000        Inc/(Dec)
                                                     ----           ----       --------          ----          ----        --------
<S>                                               <C>             <C>        <C>               <C>            <C>         <C>
Total Shareholder's Equity (millions)              $     761      $    754          0.9 %       $    761      $   754         0.9 %
Return on Average Common Equity (A)                   (2.0)%         4.4 %            -           (2.0)%        4.4 %           -
Return on Average Assets (B)                         (0.11)%        0.26 %            -          (0.11)%       0.26 %           -
Total Loans                                        $     5.3      $    5.3         (1.1)        $    5.3      $   5.3        (1.1)
Total Non-performing Loans (millions)              $     123      $    137        (10.3)        $    123      $   137       (10.3)
Other Non-performing Assets (millions)             $      22      $     24         (6.6)        $     22      $    24        (6.6)
Reserve for Credit Losses (millions) (C)           $     148      $    153         (3.3)        $    148      $   153        (3.3)
Loan Loss Reserves as a % of Total Loans               2.4 %         2.6 %            -            2.4 %        2.6 %           -
Deposits                                           $     8.4      $    8.0          5.8         $    8.4      $   8.0         5.8
Assets Managed (D) / Administered                  $    11.4      $   10.6          7.3         $   11.4      $  10.6         7.3
Assets of Non-Consolidated Joint
  Ventures                                         $     1.9      $    2.1        (10.0)        $    1.9      $   2.1       (10.0)
Risk-Based Capital Ratios:
  Tier 1                                              11.1 %        10.1 %            -           11.1 %       10.1 %           -
  Total                                               12.2 %        11.4 %            -           12.2 %       11.4 %           -
Leverage Ratio                                         5.3 %         5.9 %            -            5.3 %        5.9 %           -


(A) Excludes the effect on Shareholder's Equity of SFAS No. 115 and SFAS No. 133.  The Company adopted SFAS No. 133 on
    January 1, 2001.
(B) Excludes the effect on total assets of SFAS No. 115 and SFAS No. 133 to the extent that they directly affect Shareholder's
    Equity.
(C) Allocation (millions):

      Loans                                        $     128      $    137                      $    128      $   137
      Other Assets, primarily derivatives                  4            14                             4           14
      Other Liabilities                                   16             2                            16            2
                                                  -----------    ----------                    ----------    ---------
        Total Reserve for Credit Losses            $     148      $    153                      $    148      $   153
                                                  ===========    ==========                    ==========    =========
</Table>

(D) Includes assets managed by American Express Financial Advisors.

                                                                              27
<Page>



(Preliminary)                AMERICAN EXPRESS BANK
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
(Dollars in millions)
                                                                                 Quarters Ended
                                               ----------------------------------------------------------------------------------
                                               December 31,     September 30,       June 30,        March 31,       December 31,
                                                   2001             2001             2001             2001              2000
                                                   ----             ----             ----             ----              ----
<S>                                            <C>              <C>              <C>              <C>               <C>
Net Revenues:
  Interest Income                                $     154        $     174        $      182       $      187        $      181
  Interest Expense                                      65               98               110              122               122
                                               ------------     ------------     -------------    -------------     -------------
    Net Interest Income                                 89               76                72               65                59
  Commissions and Fees                                  49               51                51               52                52
  Foreign Exchange Income & Other Revenue               30               38                36               41                33
                                               ------------     ------------     -------------    -------------     -------------
    Total Net Revenues                                 168              165               159              158               144
                                               ------------     ------------     -------------    -------------     -------------

Expenses:
  Human Resources                                       62               60                62               62                60
  Other Operating Expenses                              57               69                65               66                68
  Provision for Losses:
    Ongoing                                             21               14                14               16                 8
    Restructuring Related*                               -               26                 -                -                 -
                                               ------------     ------------     -------------    -------------     -------------
      Total                                             21               40                14               16                 8
  Restructuring Charges*                                12               58                 -                -                 -
                                               ------------     ------------     -------------    -------------     -------------
    Total Expenses                                     152              227               141              144               136
                                               ------------     ------------     -------------    -------------     -------------
Pretax Income (Loss)                                    16              (62)               18               14                 8
Income Tax Provision (Benefit)                           7              (19)                6                5                 2
                                               ------------     ------------     -------------    -------------     -------------
Net Income (Loss)                                $       9        $     (43)       $       12       $        9        $        6
                                               ============     ============     =============    =============     =============
</Table>


* Included in 2001 net income (loss) are restructuring charges of $12 million
  ($8 million after-tax) and $84 million ($57 million after-tax) recognized in
  the fourth and third quarters, respectively.

                                                                              28
<Page>



(Preliminary)                 AMERICAN EXPRESS BANK
                        SELECTED STATISTICAL INFORMATION
                                   (Unaudited)

<Table>
<Caption>
(Dollars in billions, except where indicated)
                                                                                     Quarters Ended
                                                     ------------------------------------------------------------------------------
                                                     December 31,     September 30,      June 30,       March 31,      December 31,
                                                        2001              2001            2001            2001             2000
                                                        ----              ----            ----            ----             ----
<S>                                                  <C>              <C>             <C>             <C>             <C>
Total Shareholder's Equity (millions)                  $    761        $     771        $     767       $    774        $     754
Return on Average Common Equity (A)                      (2.0)%           (2.4)%            5.2 %          4.6 %            4.4 %
Return on Average Assets (B)                            (0.11)%          (0.13)%           0.30 %         0.26 %           0.26 %
Total Loans                                            $    5.3        $     5.6        $     5.5       $    5.4        $     5.3
Total Non-performing Loans (millions)                  $    123        $     133        $     159       $    187        $     137
Other Non-performing Assets (millions)                 $     22        $       2        $       4       $     24        $      24
Reserve for Credit Losses (millions) (C)               $    148        $     149        $     130       $    164        $     153
Loan Loss Reserves as a % of Total Loans                  2.4 %            2.6 %            2.3 %          2.8 %            2.6 %
Deposits                                               $    8.4        $     8.7        $     8.5       $    8.5        $     8.0
Assets Managed (D) / Administered                      $   11.4        $    11.3        $    11.1       $   10.7        $    10.6
Assets of Non-Consolidated Joint
    Ventures                                           $    1.9        $     2.0        $     2.0       $    2.1        $     2.1
Risk-Based Capital Ratios:
    Tier 1                                               11.1 %            9.9 %           10.4 %         10.7 %           10.1 %
    Total                                                12.2 %           10.6 %           11.1 %         11.4 %           11.4 %
Leverage Ratio                                            5.3 %            5.4 %            5.8 %          5.8 %            5.9 %


(A) Excludes the effect on Shareholder's Equity of SFAS No. 115 and SFAS No. 133.  The Company adopted SFAS No. 133 on
    January 1, 2001.
(B) Excludes the effect on total assets of SFAS No. 115 and SFAS No. 133 to the extent that they directly affect Shareholder's
    Equity.
(C) Allocation (millions):

        Loans                                          $    128        $     144        $     126       $    149        $     137
        Other Assets, primarily derivatives                   4                3                3             12               14
        Other Liabilities                                    16                2                1              3                2
                                                      ----------     ------------     ------------    -----------     ------------
         Total Reserve for Credit Losses               $    148        $     149        $     130       $    164        $     153
                                                      ==========     ============     ============    ===========     ============
</Table>

(D)  Includes assets managed by American Express Financial Advisors.


                                                                              29

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>rsnotes.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<Page>
                                                                EXHIBIT 99.2











                                      2001
                            FOURTH QUARTER/FULL YEAR
                               EARNINGS SUPPLEMENT






THE ENCLOSED SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE TEXT AND
STATISTICAL TABLES INCLUDED IN AMERICAN EXPRESS COMPANY'S (THE "COMPANY" OR
"AXP") FOURTH QUARTER 2001 EARNINGS RELEASE.


- ------------------------------------------------------------------------------
THIS SUMMARY CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH ARE SUBJECT TO
RISKS AND UNCERTAINTIES AND SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THESE FORWARD-LOOKING STATEMENTS, INCLUDING THE COMPANY'S FINANCIAL AND OTHER
GOALS, ARE SET FORTH ON PAGE 22 HEREIN AND IN THE COMPANY'S 2000 10-K ANNUAL
REPORT, AND OTHER REPORTS, ON FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION.
- ------------------------------------------------------------------------------

<Page>

                            AMERICAN EXPRESS COMPANY
                               FOURTH QUARTER 2001
                                   HIGHLIGHTS


o  Fourth quarter diluted EPS of $0.22 declined 56%, net revenues (managed
   basis) decreased 2%, and ROE was 11%. Results for the quarter were
   negatively impacted by the previously announced restructuring charge of
   $279MM ($179MM after-tax).

   - Excluding the restructuring charge, diluted EPS of $0.36, which came in
     within the pre-announced range of $0.34 to $0.36 per share, declined 28%.


o  Compared with the fourth quarter of 2000:

   - Worldwide billed business declined 6% on particularly weak travel-related
     spending;
   - TRS' worldwide lending balances on a managed asset basis of $36.0B were
     up 13%;
   - Worldwide cards in force increased 7%, up 3.5MM from last year; and,
   - AEFA assets owned, managed and administered of $253B were 8% lower than
    last year reflecting substantial market depreciation during the year.


o  American Express further expanded its products and services during the
   quarter as it:

   - Introduced new products at American Express Financial Advisors:
     --Three proprietary mutual funds:
       - AXP Mid Cap Value, which will primarily invest in stocks of companies
         with capitalizations in the range of the Russell Mid Cap Value Index;
       - AXP Large Cap Equity, which will invest in companies with market
         capitalizations greater than $5B and will be managed with a bias
         towards value; and
       - AXP U.S. Government Mortgage Fund, which will invest mostly in
         mortgage-backed securities.

     --Two subadvised mutual funds:
       - AXP Partners Select Value Fund, subadvised by Gabelli Asset
         Management Company; and
       - AXP Partners Small Cap Core Fund, subadvised by Pilgrim Baxter &
         Associates Ltd. and Wellington Management Company, LLP.

     --Two new term life insurance products, 15-year and 20-year policies,
       which are also convertible to permanent life insurance.

   - Signed an agreement with BSB Bank & Trust Company (Binghamton, NY) to
     acquire the credit card portfolio of BSB Bank & Trust, consisting of
     nearly 7,000 active consumer and business accounts with receivables of
     approximately $11.2 million.

   - Acquired two co-branded card portfolios -- the Gold and Classic Credit
     Cards of SOGO department store and the credit card of UNY department
     store from ORIX Asia Limited in Hong Kong, the first portfolio
     acquisition outside the U.S., which will bring in more than 78,000 cards
     in Hong Kong.

   - Announced the American Express Business Card in Thailand, specially
     designed to help small and medium enterprises better manage and save on
     everyday business expenses.

   - Announced the formation of the Mobile Payment Forum, created with JCB
     Co., Ltd., MasterCard International and Visa International, which will
     develop a framework for standardized secure mobile payments and address
     current mobile commerce issues.

   - Enhanced American Express Brokerage through new online features,
     including:
     --A state-of-the-art portfolio analysis tool;
     --E-signature capability for online applications;
     --Enhanced equity research;
     --Direct deposit capabilities for brokerage accounts;
     --The ability to download account information to Quicken and Microsoft
       Money; and
     --An FDIC-insured sweep option.


                                       1
<Page>





                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                                  CONSOLIDATED
                                   (UNAUDITED)

<Table>
<Caption>
(millions, except per share amounts)                                 Quarters Ended                       Percentage
                                                                      December 31,                        Inc/(Dec)
                                                        ------------------------------------------     -----------------
                                                                   2001               2000
                                                                   ----               ----
<S>                                                              <C>                <C>                   <C>
CONSOLIDATED REVENUES:
      Net (managed basis)                                        $5,590             $5,714                   (2)%
                                                                 ======             ======
      GAAP reporting basis                                       $5,871             $6,067                   (3)
                                                                 ======             ======

NET INCOME:
      Reported                                                     $297               $677                  (56)
      Restructuring charge                                          179                  -                    -
                                                                   ----               ----
        Adjusted net income                                        $476               $677                  (30)
                                                                   ====               ====

EPS:
      Reported - Basic                                            $0.22              $0.51                  (57)
                                                                  =====              =====
      Reported - Diluted                                          $0.22              $0.50                  (56)
                                                                  =====              =====

      Adjusted - Diluted                                          $0.36              $0.50                  (28)
                                                                  =====              =====
</Table>


o    Results reflect the negative effect of a previously announced
     restructuring charge to cover severance and the related expenses of
     eliminating approximately 6,800 jobs, as well as the cost of
     consolidating real estate facilities to reflect the reduced staffing
     levels.

     -   Excluding the restructuring charge, net income would have been
         $476MM, 30% lower than last year and diluted EPS would have been
         $0.36, 28% lower, reflecting weaker economic and market conditions.

     -   The restructuring charge of $279MM ($179MM after-tax) includes $187MM
         for severance relating to the elimination of approximately 6,800
         jobs, and $92MM of other charges primarily relating to the
         consolidation of real estate facilities. The expense savings for 2002
         resulting from these initiatives is expected to be approximately
         $280MM, a portion of which will flow through to earnings in the form
         of improved operating expenses. The rest is expected to be reinvested
         back into business areas with attractive growth potential. These
         charges are further discussed within each operating segment's
         overview. The charge, planned employee reductions and estimated cost
         savings by segment are as follows:

<Table>
<Caption>
                                   Restructuring Charge                                          Cost Savings
                               ------------------------------         Employee           -------------------------------
        ($MM)                    Pretax          After-tax           Reductions              2002              2003
                               ------------    --------------   ---------------------    -------------     -------------
<S>                              <C>             <C>                 <C>                     <C>               <C>
        TRS                       $219              $140                6,200                $245              $315
        AEFA                        45                29                  400                  20                45
        AEB                         12                 8                  100                   5                10
        Corporate &
          Other                      3                 2                  100                  10                10
                                  ----              ----                -----                ----              ----
             Total                $279              $179                6,800                $280              $380
                                  ====              ====                =====                ====              ====
</Table>

         --   The above reduction in force is in addition to approximately
              7,700 positions, which have been or are in the process of being
              eliminated through the 3Q '01 restructuring charge and other
              reengineering activities. The total number of jobs to be
              eliminated of approximately 14,500 represents approximately 16%
              of the workforce as of the beginning of 2001. These activities,
              in addition to other reengineering programs, have generated
              gross realized savings in excess of $1B during 2001, before
              reinvestment back into the businesses.


o    CONSOLIDATED REVENUES: Net revenues declined due to lower billed
     business volumes, lower spreads on AEFA's investment portfolio, weaker
     travel revenues, as well as lower management and distribution fees. These
     items were partially offset by an increase in cards in force, higher
     cardmember lending spreads and loan balances and greater insurance
     revenues.


                                       2
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                              CONSOLIDATED (CONT'D)
                                   (UNAUDITED)



o    CONSOLIDATED EXPENSES: Rose due to the restructuring charge, larger
     provisions for losses and higher other operating expenses. These
     increases were partially offset by lower marketing costs, a decline in
     human resource expenses, and other reengineering activities and expense
     control initiatives.


o    SHARE REPURCHASES: There were no share repurchases during 4Q '01. Since
     the inception of repurchase programs in September 1994, 357.2MM shares
     have been acquired. The decision to curtail share repurchases during the
     second half of 2001 was previously announced as a result of the negative
     impact of the second quarter charges related to AEFA's investment
     portfolio on book equity.


<Table>
<Caption>
                                                                           Millions of Shares
                                                       ---------------------------------------------------------
     -   AVERAGE SHARES:                                      4Q '01              3Q '01           4Q '00
                                                              ------              ------           ------
<S>                                                           <C>                 <C>              <C>
         Basic                                                1,329               1,324            1,322
                                                              =====               =====            =====
         Diluted                                              1,336               1,335            1,355
                                                              =====               =====            =====
     -   ACTUAL SHARES:
         Shares outstanding - beginning of period             1,336               1,324            1,329
         Repurchase of common shares                              -                   -               (6)
         Net settlements - 3rd party share
           purchase agreements                                   (8)                 11                -
         Employee benefit plans, compensation
           and other                                              3                   1                3
                                                              -----               -----            -----
         Shares outstanding - end of period                   1,331                1,336           1,326
                                                              =====                =====           =====
</Table>



                               CORPORATE AND OTHER

o    The net expense of $45MM in 4Q '01 compared with $41MM in 4Q '00 and
     $52MM in 3Q '01. Included in the 4Q '01 results are $3MM ($2MM after-tax)
     of costs related to the previously discussed restructuring charge.


                                      3
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                             TRAVEL RELATED SERVICES
(preliminary)
                              STATEMENTS OF INCOME
                           (UNAUDITED, MANAGED BASIS)

<Table>
<Caption>
                                                                        Quarters Ended                       Percentage
(millions)                                                               December 31,                        Inc/(Dec)
                                                            ---------------------------------------      ------------------
                                                                      2001                    2000
                                                                      ----                    ----
<S>                                                                 <C>                     <C>              <C>
Net revenues:
     Discount revenue                                               $1,913                  $2,062               (7)%
     Net card fees                                                     426                     417                2
     Lending:
          Finance charge revenue                                     1,156                   1,090                6
          Interest expense                                             289                     448              (35)
                                                                    ------                  ------
               Net finance charge revenue                              867                     642               35
     Travel commissions and fees                                       334                     442              (25)
     TC investment income                                               94                      95               (1)
     Other revenues                                                    893                     885                1
                                                                    ------                  ------
          Total net revenues                                         4,527                   4,543                -
                                                                    ------                  ------
Expenses:
     Marketing and promotion                                           282                     314              (10)
     Provision for losses and claims:
          Charge card                                                  343                     262               31
          Lending                                                      605                     432               40
          Other                                                         81                      19               #
                                                                    ------                  ------
               Total                                                 1,029                     713               44
                                                                    ------                  ------
     Charge card interest expense                                      335                     383              (13)
     Human resources                                                   918                   1,046              (12)
     Other operating expenses                                        1,548                   1,446                7
     Restructuring charge                                              219                       -                -
                                                                    ------                  ------
          Total expenses                                             4,331                   3,902               11
                                                                    ------                  ------
Pretax income                                                          196                     641              (69)
Income tax provision                                                    26                     171              (85)
                                                                    ------                  ------
Net income                                                            $170                    $470              (64)
                                                                    ======                  ======
</Table>

# Denotes variance in excess of 100%.

Note: Unless indicated otherwise, the following discussion addresses the
      "managed basis" Statements of Income. The GAAP Statements of Income are
      also included in the Company's Earnings Release.

o    Net income declined 64% reflecting the effect of the restructuring
     charge, as well as weak economic conditions.
     -    Excluding the restructuring charge, net income declined 34%.

o    Net revenues declined slightly as lower discount revenue and travel
     commissions and fees, reflecting continued weakness in the economy,
     particularly within the Corporate travel arena, were partially offset by
     increased cards in force and growth in cardmember loans outstanding.

o    The higher expenses reflect the previously mentioned restructuring
     charge, as well as greater provisions for losses and increased other
     operating expenses, which were partially offset by reduced marketing and
     promotion costs, lower human resource expenses and expense control
     initiatives.
     -    TRS recorded a restructuring charge of $219MM ($140MM after-tax) in
          the quarter. The largest component of this charge is $150MM in
          severance costs for the elimination of approximately 6,200 jobs. The
          majority of these eliminations relate to staff reductions in the
          travel businesses and reflect the sharp slowdown in that sector
          since September 11. The remaining charge of $69MM primarily reflects
          costs to consolidate various facilities.

o    The pretax margin was 4.3% in 4Q '01, down from 14.1% last year due to
     the effect of weaker revenue conditions and the restructuring charge this
     year.

o    The effective tax rate was 13% in 4Q '01 versus 22% in 3Q '01 and 27% in
     4Q '00. The decline this quarter reflects the restructuring charge and
     weaker revenue conditions, which created a relatively higher Travelers
     Cheque tax benefit contribution during the quarter.


                                      4
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                        TRAVEL RELATED SERVICES (CONT'D)

o    DISCOUNT REVENUE: Lower billed business and a lower discount rate yielded
     a 7% decrease in discount revenue.

     -    The average discount rate in 4Q '01 was 2.66% versus 2.67% in 3Q '01
          and 2.69% in 4Q '00. The declines reflect the cumulative impact of
          stronger than average growth in the lower rate retail and other
          "everyday spend" merchant categories (e.g., supermarkets,
          discounters, etc.), as well as significantly weaker T&E spending.

          --   We believe the AXP value proposition is strong. However, as
               indicated in prior quarters, continued changes in the mix of
               business, the continued shift to electronic data capture,
               volume related pricing discounts, and selective repricing
               initiatives will probably result in some rate erosion over
               time.
<Table>
<Caption>
                                                                            Quarters Ended                  Percentage
                                                                             December 31,                    Inc/(Dec)
                                                                   ----------------------------------    ------------------
                                                                           2001               2000
                                                                           ----               ----
<S>                                                                      <C>                <C>             <C>
        Card billed business (billions):
             United States                                                $55.8              $59.0                (6)%
             Outside the United States                                     18.6               20.0                (7)
                                                                          -----              -----
             Total                                                        $74.4              $79.0                (6)
                                                                          =====              =====

        Cards in force (millions):
             United States                                                 34.6               33.3                 4
             Outside the United States                                     20.6               18.4                12
                                                                          -----              -----
             Total                                                         55.2               51.7                 7
                                                                          =====              =====

        Basic cards in force (millions):
             United States                                                 26.8               26.3                 2
             Outside the United States                                     15.6               13.9                12
                                                                          -----              -----
             Total                                                         42.4               40.2                 6
                                                                          =====              =====

        Spending per basic card in force (dollars) (a):
             United States                                               $2,073             $2,266                (9)
             Outside the United States                                   $1,469             $1,724               (15)
             Total                                                       $1,897             $2,113               (10)
</Table>

(a) Proprietary card activity only.

- -    BILLED BUSINESS: The 6% decrease in billed business resulted from lower
     spending per basic cardmember worldwide, which was partially offset by
     growth in cards in force. Generally weaker economic conditions during the
     quarter drove a lower level of spending, particularly within the travel
     related categories.
     --   U.S. billed business decreased 6% reflecting 1% growth within the
          consumer card business on 10% higher transaction volume, a 6%
          decrease within small business services and a 24% decline within
          Corporate Services.
          -    Spending per basic card in force declined 9% reflecting the
               economic and industry factors cited above and the dilutive
               effect of strong card growth over recent years.
     --   Excluding the impact of foreign exchange translation:
          -    Total billed business outside the U.S. was down 5% reflecting
               general weakness across all regions as declines ranged from 3%
               in Asia to 9% in Latin America.
          -    Spending per proprietary basic card in force outside the U.S.
               declined 13% reflecting the same factors present within the
               U.S.
     --   Network partnership and Purchasing Card volumes sustained their
          relatively stronger performance, growing during the quarter.
     --   U.S. non-T&E related volume categories (which represented
          approximately 67% of 4Q '01 U.S. billed business) continued to grow
          during the quarter, increasing 5%, but were offset by a 21% decrease
          in T&E volumes.
     --   Airline related volume, which represented approximately 10% of total
          U.S. volumes during the quarter, declined approximately 30%
          worldwide as both the average airline charge and transaction volume
          were down double digits.
     --   Monthly volumes versus last year declined approximately 10% in
          October, 6% in November and 2% in December. While the sequential
          monthly reduction in the Worldwide Billed Business decline during
          the quarter is encouraging, it also reflects the seasonally lower
          impact of airline volumes during the latter part of the quarter.

- -    CARDS IN FORCE worldwide rose 7% versus last year.
     --   U.S. cards in force declined slightly during the quarter reflecting
          more selective consumer card and small business services acquisition
          activities as the year progressed in light of economic conditions.
     --   Outside the United States, 400K cards in force were added during the
          quarter on continued proprietary card and network card growth.


                                      5
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                        TRAVEL RELATED SERVICES (CONT'D)

o    NON-AMEX BRANDED STATISTICS: Total cards in force and billed business
     exclude activities on Non-Amex Branded cards (Visa and Eurocards) issued
     in connection with joint venture activities. These are reported as
     separate line items within TRS' selected statistical information.

<Table>
<Caption>
                                                                Quarters Ended                    Percentage
                                                                 December 31,                     Inc/(Dec)
                                                       ---------------------------------        ---------------
                                                               2001                2000
                                                               ----                ----
<S>                                                            <C>                 <C>            <C>
     Cards in force (millions)                                  0.7                 0.6                6%
     Billed business (billions)                                $0.9                $1.1              (22)
</Table>


o    NET CARD FEES: Rose 2% as the increase in cards in force was offset by
     the mix shift toward lower and no fee products. The average fee per card
     in force of $34 in 4Q '01 and 3Q '01 declined from $35 in 4Q '00.

o    NET FINANCE CHARGE REVENUE: Rose 35% on 16% growth in average worldwide
     lending balances.

     -    The yield on the U.S. portfolio rose to 9.6% in 4Q '01 from 7.7% in
          4Q '00 and 8.8% in 3Q '01 as a decrease in the proportion of the
          portfolio on introductory rates and the benefit of lower funding
          costs, which lag in their effect on finance charge revenue, were
          partially offset by the evolving mix of products toward more
          lower-rate offerings.

o    TRAVEL COMMISSIONS AND FEES: Declined 25% on a 40% contraction in travel
     sales due to the effects of the terrorist attacks on 9/11 and the
     previously existing weaker corporate travel environment. The revenue
     earned per dollar of sales increased (10.2% in 4Q '01 versus 9.2% in 3Q
     '01 and 8.0% in 4Q '00), reflecting new fees related to the migration to
     transaction-based customer relationships, which were partially offset by
     continued efforts by airlines to reduce distribution costs and by
     corporate clients to contain travel and entertainment expenses.

o    TC INVESTMENT INCOME: Was down 1% as a higher average investment was
     offset by a decline in the pretax yield. TC sales declined 9% in the
     quarter.

o    OTHER REVENUES: Increased 1% due to higher card-related fees and larger
     insurance premiums, which were offset by significantly lower interest
     income on investment and liquidity pools held within card funding
     vehicles.

o    MARKETING AND PROMOTION EXPENSES: Decreased 10% as the Company continued
     to rationalize certain marketing efforts in light of the weaker business
     environment.

o    OTHER PROVISIONS FOR LOSSES: Increased substantially due in part to
     reserve additions related to credit exposures to travel industry service
     establishments and insurance claims and benefits from the crash of Flight
     #587.

o    CHARGE CARD INTEREST EXPENSE: Was down 13% due to a lower effective cost
     of funds and lower billed business volumes.

o    HUMAN RESOURCE EXPENSES: Decreased 12% versus last year as a result of a
     lower average number of employees and lower levels of incentive
     compensation.
     -    The employee count at 12/01 of 71,900 was down approximately 3,000,
          or 4%, versus last year and down approximately 2,600 versus last
          quarter, reflecting the previously discussed reengineering
          initiatives.

o    OTHER OPERATING EXPENSES: Were up 7% as higher costs related to customer
     service activity growth and cardmember loyalty programs, as well as
     write-downs of certain strategic corporate venture investments, were
     partially offset by reengineering initiatives and cost containment
     efforts.


                                      6
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                        TRAVEL RELATED SERVICES (CONT'D)

o    CREDIT QUALITY:

     -    As a result of the weaker economy, overall credit quality
          deteriorated modestly in the quarter, but remained at relatively
          attractive levels versus historical comparisons.

     -    The provision for losses on charge card products rose 31% due to the
          higher past due and write-off levels versus last year.

     -    The lending provision for losses was 40% above last year on growth
          in outstanding loans and the weaker credit environment.

     -    Reserve coverage ratios at more than 100% of past due balances
          remained strong.

     -    WORLDWIDE CHARGE CARD:

          --   The write-off rate increased from the historically low levels
               achieved last year and 3Q '01. Past due rates also rose versus
               last year but fell versus last quarter. The increases mostly
               reflect economic conditions, but also the impact of lower
               volumes and a reduced receivable base on the calculation.

<Table>
<Caption>
                                                                                   12/01            9/01            12/00
                                                                             --------------     ------------    -------------
<S>                                                                                <C>              <C>             <C>
               Loss ratio, net of recoveries                                       0.47%            0.45%            0.36%
               90 days past due as a % of receivables                               2.9%             3.0%             2.3%
</Table>

          --   Reserve coverage of past due accounts remained strong.

<Table>
<Caption>
                                                                                   12/01            9/01            12/00
                                                                             --------------     ------------    -------------
<S>                                                                              <C>              <C>               <C>
               Reserves (MM)                                                     $1,032           $1,026             $964
               % of receivables                                                     3.9%             4.1%             3.3%
               % of past due accounts                                               136%             136%             142%
</Table>

     -    U.S. LENDING:

          --   The write-off and past due rate increased from last quarter and
               last year. The lagged write-off rate actually declined slightly
               versus 3Q '01.

<Table>
<Caption>
                                                                                   12/01            9/01            12/00
                                                                             --------------     ------------    -------------
<S>                                                                                <C>              <C>             <C>
               Write-off rate, net of recoveries                                   5.9%              5.6%             4.4%
               30 days past due as a % of loans                                    3.3%              3.2%             2.8%
</Table>

          --   The lending reserve balance increased during the quarter.

<Table>
<Caption>
                                                                                   12/01            9/01            12/00
                                                                             --------------     ------------    -------------
<S>                                                                              <C>              <C>               <C>
               Reserves (MM)                                                     $1,077           $1,018             $820
               % of total loans                                                    3.4%              3.3%             2.9%
               % of past due accounts                                              101%              101%             104%
</Table>


                                      7
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                       AMERICAN EXPRESS FINANCIAL ADVISORS

(preliminary)                 STATEMENTS OF INCOME
                                   (UNAUDITED)

<Table>
<Caption>
(millions)                                                               Quarters Ended                   Percentage
                                                                          December 31,                    Inc/(Dec)
                                                                 -------------------------------      -------------------
                                                                      2001                 2000
                                                                     -----                -----
<S>                                                                  <C>                  <C>             <C>
Revenues:
     Investment income                                                $549                 $546                1%
     Management and distribution fees                                  603                  722              (17)
     Other revenues                                                    299                  273                9
                                                                     -----                -----
          Total revenues                                             1,451                1,541               (6)
     Provision for losses and benefits:
          Annuities                                                    256                  251                2
          Insurance                                                    168                  134               26
          Investment certificates                                       78                   90              (14)
                                                                     -----                -----
               Total                                                   502                  475                6
                                                                     -----                -----
          Total net revenues                                           949                1,066              (11)
                                                                     -----                -----
Expenses:
     Human resources                                                   455                  540              (16)
     Other operating expenses                                          229                  182               26
     Restructuring charge                                               45                    -                -
                                                                     -----                -----
          Total expenses                                               729                  722                1
                                                                     -----                -----
Pretax income                                                          220                  344              (36)
Income tax provision                                                    57                  102              (44)
                                                                     -----                -----
Net income                                                            $163                 $242              (33)
                                                                     =====                =====
</Table>

o    Net income declined 33% reflecting the effect of the restructuring charge
     and the continuing effect of the weak economy and financial markets.
     -    AEFA recorded a restructuring charge of $45MM ($29MM after-tax)
          during the quarter. This charge reflects $20MM of severance for the
          elimination of approximately 400 jobs and $25MM related to facility
          consolidation costs.
     -    Excluding this charge, net income declined 21%.

o    Net revenues declined 11% reflecting:
     -    Lower spreads on investment portfolio products, mostly reflecting
          the impact of the portfolio repositioning activities to improve
          overall credit quality discussed as part of our 2Q '01 results;
     -    Reduced management fees from lower average managed asset levels;
     -    A decrease in mutual fund-related distribution fees from weaker
          sales levels; partially offset by
     -    Higher advice services fees.

o    The substantial pretax margin decline reflects the relatively weaker
     revenue environment and the negative impact of the restructuring charge
     this year.

o    The effective tax rate was 26.0% in 4Q '01, versus 25.2% in 3Q '01 and
     29.6% in 4Q '00. The decline versus last year reflects the relatively
     greater impact this quarter of tax credits from affordable housing
     project investments due to the substantially lower level of pretax
     income.

o    ASSETS OWNED, MANAGED AND ADMINISTERED:

<Table>
<Caption>
                                                                                                        Percentage
    (billions)                                                         December 31,                      Inc/(Dec)
                                                            ----------------------------------         ---------------
                                                                 2001                  2000
                                                                 ----                  ----
<S>                                                             <C>                  <C>                <C>
    Assets owned (excluding separate accounts)                  $44.2                 $41.3                   7%
    Separate account assets                                      27.3                  32.3                 (16)
    Assets managed                                              148.4                 167.0                 (11)
    Assets administered                                          33.4                  34.4                  (3)
                                                               ------                ------
                   Total                                       $253.3                $275.0                  (8)
                                                               ======                ======
</Table>


                                      8
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                  AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)

o    ASSET QUALITY:

     -    Except for modest deterioration within the high-yield market sector,
          which was in line with our expectations, asset quality remains
          strong.
     -    Non-performing assets relative to invested assets were 0.1% and were
          250% covered by reserves, including those related to the impairment
          of high-yield securities.
     -    High-yield investments totaled $1.3B at 12/31/01, down from $1.4B at
          9/30/01, and represented approximately 4% of AEFA's portfolio. Going
          forward, AEFA targets a level that is more in line with industry
          averages of approximately 7%.
          --   As previously reported, in October, the Company completed a
               transaction which securitized a large portion of its rated CDO
               securities. The transaction has the following consequences:
               -    Pools the performance of 44 separate CDO securities
                    allowing recognition of the investment return related to
                    the overall performance of the portfolio. The ability to
                    evaluate future cash flows at the portfolio level, rather
                    than on a security-by-security basis, should increase the
                    predictability of future earnings; and,
               -    Monetizes a small portion of the CDO securities by selling
                    notes in this structure to third-party investors.
     -    The SFAS No. 115 related mark-to-market adjustment on the portfolio
          (reported in assets pretax) was appreciation of $224MM at 12/01 and
          $717MM at 9/01 versus depreciation of ($655MM) at 12/00.

o    INVESTMENT INCOME:

     -    Gross investment income increased 1% as higher invested assets were
          partially offset by a lower average yield, mostly due to the
          repositioning of the portfolio. In addition, the value of options
          hedging outstanding stock market certificates and equity indexed
          annuities increased on appreciation in the S&P 500 this year versus
          depreciation last year, which was offset in the related provisions.
     -    Average invested assets of $35.2B (excluding unrealized
          appreciation/depreciation) rose 7% versus $32.8B in 4Q '00.
     -    The average yield on invested assets was 6.4% versus 7.2% in 4Q '00.
     -    Underlying spreads within the insurance and annuity products were
          down versus last year and last quarter, while spreads for
          certificates were up versus last year and last quarter.

o    MANAGEMENT AND DISTRIBUTION FEES: The decrease of 17% was due to lower
     average assets under management and weaker mutual fund sales, reflecting
     the continued negative impact of weak equity market conditions.

     -    ASSETS MANAGED:

<Table>
<Caption>
                                                                                                                Percentage
          (billions)                                                                  December 31,              Inc/(Dec)
                                                                          -------------------------------    -----------------
                                                                                  2001              2000
                                                                                  ----              ----
<S>                                                                             <C>               <C>           <C>
          Assets managed for individuals                                         $98.7            $112.0           (12)%
          Assets managed for institutions                                         49.7              55.0           (10)
          Separate account assets                                                 27.3              32.3           (16)
                                                                                ------            ------
                         Total                                                  $175.7            $199.3           (12)
                                                                                ======            ======
</Table>


     --   The decline in managed assets since 12/00 resulted from $24.4B of
          market depreciation, reflecting the 13% decline in the S&P 500
          during the past year, offset in part by $0.8B of net new money.

     --   The $12.4B increase in managed assets during 4Q '01 resulted from
          market appreciation of $11.8B and net inflows of $0.6B.


                                      9
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                  AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)


o    PRODUCT SALES:
     -    Total gross cash sales from all products were down 19% versus 4Q '00
          as generally weak sales conditions persisted throughout the quarter.
     -    Mutual fund sales decreased 20% as both proprietary and
          non-proprietary fund sales declined. The largest portion of
          non-proprietary fund sales continued to occur in "wrap" accounts.
          Within proprietary funds:
          --   Bond fund sales grew; sales of equity and money market funds
               declined.
          --   Redemption rates held relatively steady and continued to
               compare favorably with industry levels.
     -    Annuity sales increased 1%, as strong growth in fixed annuity sales
          was offset by a decline in variable annuity sales.
     -    Sales of insurance products fell 3% reflecting lower sales of life
          products, partially offset by higher property-casualty sales, in
          part due to sales through Costco.
     -    Certificate sales increased 21% reflecting particularly strong
          advisor sales, which were partially offset by lower sales of
          certificates sold to clients outside the U.S. through a joint
          venture between AEFA and AEB.
     -    Institutional sales declined 52% versus a relatively strong fourth
          quarter last year, reflecting lower new account additions.
     -    Other sales decreased 24% due to the addition last year of a higher
          level of new 401(k) plan sponsors, partially offset by sales growth
          in limited partnerships and wealth management account activities.
     -    Advisor product sales generated through financial planning and
          advice services were 72% of total sales in 4Q '01 versus 70% in 4Q
          '00.

o    OTHER REVENUES: Were up 9%, primarily on higher life and
     property-casualty insurance premiums and charges.
     -    Financial planning and advice services fees of $27.1MM rose 26%
          versus 4Q '00 reflecting the negative impact during 4Q '00 of a
          change in policy, which deferred revenues and a comparable amount of
          human resource expense. Advice services volumes actually remained
          weak in the quarter, declining 13%.

o    PROVISIONS FOR LOSSES AND BENEFITS: Annuity product provisions increased
     due to the impact of a lower accrual rate and flat inforce levels, which
     was more than offset by the effect of S&P 500 appreciation on equity
     indexed annuities. Insurance provisions rose due to higher inforce
     levels, partially offset by lower accrual rates. Certificate provisions
     decreased as higher inforce levels and the effect on the stock market
     certificate product of depreciation last year and appreciation this year
     in the S&P 500 were offset by lower accrual rates.

o    HUMAN RESOURCES: Expenses declined 16% reflecting lower field force
     compensation-related expenses due to the decline in advisors and the
     impact of lower volumes on advisor compensation, as well as the benefits
     of reengineering and cost containment initiatives within the home office
     where average employees were down 15% versus 4Q '00.
     -    TOTAL ADVISOR FORCE: 11,535 at 12/01; down 1,128 advisors, or (9)%,
          versus 12/00 and up 150 advisors versus 9/01.
          --   The decrease in advisors versus 12/00 reflects reduced
               recruiting activities during the year as we worked to improve
               the advisor platform economics, and higher termination rates
               due to the weaker environment and proactive efforts to
               eliminate unproductive advisors.
               -    Veteran advisor retention rates remain strong.
          --   The increase in advisors during the quarter reflects more
               proactive recruiting and training activities recently as
               actions taken to rebalance the advisor platform economics have
               repositioned AEFA for controlled growth. We expect to continue
               to carefully manage new advisor additions in coming quarters to
               ensure overall field force costs are appropriately controlled
               and advisor production is maximized.
          --   Total production, advisor productivity and client acquisitions
               were down versus last year reflecting the more difficult
               selling environment.
               -    The total number of clients was up 4% and accounts per
                    client were flat. Client retention exceeded 95%.

o    OTHER OPERATING EXPENSES: The increase reflects higher investment
     activities related to the acceleration of various strategic,
     reengineering, technology and product development
     projects, a higher minority interest related to premium deposits (the
     joint venture with AEB) and real estate write-downs from facility
     consolidation.


                                      10
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                              AMERICAN EXPRESS BANK

(preliminary)                  STATEMENTS OF INCOME
                                   (UNAUDITED)

<Table>
<Caption>
(millions)                                                          Quarters Ended                      Percentage
                                                                     December 31,                        Inc/(Dec)
                                                          -----------------------------------      ----------------------
                                                               2001                2000
                                                               ----                ----
<S>                                                            <C>                 <C>                  <C>
Net revenues:
     Interest income                                           $154                $181                      (15)%
     Interest expense                                            65                 122                      (46)
                                                               ----                ----
           Net interest income                                   89                  59                       50
     Commissions and fees                                        49                  52                       (6)
     Foreign exchange income and other revenue                   30                  33                      (11)
                                                               ----                ----
          Total net revenues                                    168                 144                       16
                                                               ----                ----
Expenses:
     Human resources                                             62                  60                        2
     Other operating expenses                                    57                  68                      (17)
     Provision for losses                                        21                   8                       #
     Restructuring charge                                        12                   -                        -
                                                               ----                ----
          Total expenses                                        152                 136                       11
                                                               ----                ----
Pretax income                                                    16                   8                       #
Income tax provision                                              7                   2                       #
                                                               ----                ----
Net income                                                       $9                  $6                       44
                                                               ====                ====
</Table>

# Denotes variance in excess of 100%.

o    AEB recorded a restructuring charge of $12MM ($8MM after-tax) primarily
     reflecting $7MM of severance for approximately 100 employees.
     -    Excluding the effect of the restructuring charge, net income of
          $17MM almost tripled last year's amount.

o    Revenues grew 16% as higher net interest income was partially offset by
     weaker foreign exchange and other revenue and lower commissions and fees.
     AEB's two individual oriented businesses continued to grow, despite a
     more difficult market environment, as Private Banking client holdings
     rose 19% and client volumes in Personal Financial Services (PFS)
     increased 9%. Revenues within Corporate Banking declined as we continued
     to de-emphasize these activities.
     -    Net interest income rose 50% due to higher consumer loans and lower
          funding costs, partially offset by decreases in Corporate Banking.
     -    Commissions and fees were down 6% from lower results in Corporate
          Banking.
     -    Foreign exchange income and other revenue decreased 11% as higher
          revenue from premium deposits (the joint venture with AEFA) was more
          than offset by lower earnings from other joint ventures and lower
          Corporate Banking-related revenue.

o    Human resource expenses rose 2% primarily due to merit and benefit
     related cost increases, partially offset by a lower employee level.

o    Other operating expenses decreased 17% largely due to lower technology
     costs and T&E expenses.

o    The provision for losses increased primarily due to PFS loan growth.

o    AEB remained "well-capitalized".

<Table>
<Caption>
                                       12/01                9/01           12/00            Well-Capitalized
                                  ---------------    -------------    --------------    ---------------------
<S>                               <C>                <C>              <C>               <C>
     Tier 1                            11.1%                9.9%           10.1%                  6.0%
     Total                             12.2%               10.6%           11.4%                 10.0%
     Leverage Ratio                     5.3%                5.4%            5.9%                  5.0%
</Table>


                                      11
<Page>

                            AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                         AMERICAN EXPRESS BANK (CONT'D)
o    EXPOSURES
     -    AEB's loans outstanding were $5.3B at 12/01 and 12/00, and $5.6B at
          9/01. Activity since 12/00 included a $900MM decrease in corporate
          banking loans, a $100MM decrease in financial institution loans and
          a $1.0B increase in consumer and private banking loans, including
          the transfer of approximately $200MM of collateralized loans from
          Corporate Banking. Compared to 9/01, corporate banking loans
          decreased by $300MM and financial institution loans decreased by
          $100MM, while consumer and private banking loans increased by
          $100MM. As of 12/01, consumer and private banking loans comprised
          60% of total loans versus 55% at 9/01 and 41% at 12/00; corporate
          banking loans comprised 18% of total loans versus 22% at 9/01 and
          34% at 12/00; and financial institution loans comprised 22% of total
          loans at 12/01, 23% at 9/01 and 25% at 12/00.

     -    In addition to the loan portfolio, there are other banking
          activities, such as forward contracts, various contingencies and
          market placements, which added approximately $7.3B to the credit
          exposures at 12/01, $8.0B at 9/01 and $7.4B at 12/00. Of the $7.3B
          of additional exposures at 12/01, $5.3B were relatively less risky
          cash and securities related balances.

<Table>
<Caption>
       ($ in billions)                                                          12/31/01
                                                    ------------------------------------------------------------------
                                                                                   Net
                                                                               Guarantees                                 9/30/01
                                                                FX and             And                      Total          Total
       Country                                       Loans    Derivatives      Contingents    Other(1)    Exposure(2)    Exposure(2)
       -------                                       -----    -----------      -----------    -----       --------       --------

<S>                                                  <C>      <C>              <C>            <C>         <C>            <C>
       Hong Kong                                      $1.1             -             $0.1      $0.1           $1.3            $1.2
       Indonesia                                         -             -                -         -            0.1             0.1
       Singapore                                       0.5             -              0.1       0.1            0.7             0.7
       Korea                                           0.1             -                -       0.1            0.2             0.3
       Taiwan                                          0.2             -                -       0.1            0.3             0.3
       Japan                                             -             -                -       0.2            0.2             0.1
       Other                                           0.1             -                -       0.1            0.1             0.1
                                                      ----          ----             ----      ----          -----            ----
           Total Asia/Pacific Region (2)               2.1             -              0.2       0.7            3.0             2.9
                                                      ----          ----             ----      ----          -----            ----

       Chile                                           0.1             -                -         -            0.2             0.3
       Brazil                                          0.3             -                -         -            0.3             0.4
       Mexico                                          0.1             -                -         -            0.1             0.1
       Argentina (3)                                     -             -                -         -            0.1             0.1
       Peru                                              -             -                -         -              -             0.1
       Other                                           0.4             -              0.2       0.1            0.8             0.7
                                                      ----          ----             ----      ----          -----            ----
           Total Latin America (2)                     0.9           0.1              0.3       0.2            1.4             1.6
                                                      ----          ----             ----      ----          -----            ----

       India                                           0.3             -              0.1       0.3            0.7             0.7
       Pakistan                                        0.1             -                -       0.1            0.2             0.2
       Other                                             -             -                -       0.1            0.2             0.2
                                                      ----          ----             ----      ----          -----            ----
           Total Subcontinent (2)                      0.4             -              0.1       0.5            1.1             1.1
                                                      ----          ----             ----      ----          -----            ----

       Egypt                                           0.2             -                -       0.2            0.4             0.4
       Other                                           0.1             -                -         -            0.2             0.2
                                                      ----          ----             ----      ----          -----            ----
           Total Middle East and Africa (2)            0.3             -                -       0.2            0.6             0.6
                                                      ----          ----             ----      ----          -----            ----

           Total Europe (2)                            1.4             -              0.4       2.5            4.4             5.0

           Total North America (2)                     0.3             -              0.2       1.6            2.1             2.3
                                                     -----         -----            -----     -----         ------           -----

       Total Worldwide (2)                            $5.3          $0.2             $1.3      $5.8          $12.6           $13.6
                                                     =====         =====            =====     =====          =====           =====
</Table>

     (1) Includes cash, placements and securities.
     (2) Individual items may not add to totals due to rounding.
     (3) Total exposures to Argentina at 12/31/01 were $56MM, which includes
         loans of $25MM.

     Note: Includes cross-border and local exposure and does not net local
           funding or liabilities against any local exposure.


                                      12
<Page>

                           AMERICAN EXPRESS COMPANY
                          FOURTH QUARTER 2001 OVERVIEW
                         AMERICAN EXPRESS BANK (CONT'D)



o    Total non-performing loans of $123MM were down from $133MM at 9/01 and
     $137MM at 12/00 as a result of decreases within the Corporate Banking
     business. The decreases in both periods are due to loan payments and
     write-offs, mostly in Indonesia, partially offset by net downgrades of
     the risk status of various loans.

o    Other non-performing assets were $22MM at 12/01 versus $2MM at 9/01 and
     $24MM at 12/00. The increase from 9/01 reflects additional risks
     surrounding certain contingent liabilities, which are almost fully
     reserved. Since 12/00, payments/maturities and write-offs, mainly in
     Indonesia, were offset by the addition of those contingent liabilities.

o    AEB's total reserves at 12/01 of $148MM compared with $149MM at 9/01 and
     $153MM at 12/00 and are allocated as follows:

<Table>
<Caption>
     (millions)                                          12/01         9/01          12/00
                                                     ----------    ---------     ---------
<S>                                                  <C>           <C>           <C>
     Loans                                                $128         $144           $137
     Other Assets, primarily derivatives                     4            3             14
     Other Liabilities                                      16            2              2
                                                          ----         ----           ----
          Total                                           $148         $149           $153
                                                          ====         ====           ====
</Table>


     -    Reserve coverage of non-performing loans of 104% at 12/01 compared
          with 108% at 9/01 and 100% at 12/00.


o    Management formally reviews the loan portfolio and evaluates credit risk
     throughout the year. This evaluation takes into consideration the
     financial condition of the borrowers, fair market value of collateral,
     status of delinquencies, historical loss experience, industry trends and
     the impact of current economic conditions. As of December 31, 2001,
     management considers the loss reserve to be appropriate.


                                      13
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                                 CONSOLIDATED
                                  (UNAUDITED)

<Table>
<Caption>
(millions, except per share amounts)                                   Years Ended                         Percentage
                                                                      December 31,                         Inc/(Dec)
                                                        ------------------------------------------      -----------------
                                                                   2001                  2000
                                                                   ----                  ----
<S>                                                             <C>                   <C>               <C>
CONSOLIDATED REVENUES:
      Net (managed basis)                                       $21,359               $22,085                 (3)%
                                                                =======               =======
      GAAP reporting basis                                      $22,582               $23,675                 (5)
                                                                =======               =======

NET INCOME:
      Reported                                                   $1,311                $2,810                (53)
      Restructuring charges                                         411                     -                  -
      September 11th items                                           65                     -                  -
                                                                -------               -------
      Adjusted net income                                        $1,787                $2,810                (36)
                                                                =======               =======

EPS:
      Reported - Basic                                            $0.99                 $2.12                (53)
                                                                =======               =======
      Reported - Diluted                                          $0.98                 $2.07                (53)
                                                                =======               =======

      Adjusted - Diluted                                          $1.34                 $2.07                (35)
                                                                =======               =======
</Table>

o    Results reflect the negative effect of various items related to the
     terrorist attacks of 9/11 and restructuring charges to cover severance
     and related expenses of eliminating approximately 12,900 jobs, the cost
     of consolidating real estate facilities to reflect the reduced staffing
     levels and other charges relating to the exit of certain business lines.
     -    The $98MM ($65MM after-tax) of one-time costs and business
          interruption losses in the third quarter related to the September
          11th terrorist attacks include provisions related to credit
          exposures to travel industry service establishments, insurance
          claims, and waived finance charges and late fees.

          --   The Company has also incurred costs of approximately $58MM
               since September 11th, which are expected to be covered by
               insurance and, consequently, did not impact the results. These
               include the cost of duplicate facilities and equipment
               associated with the relocation of offices in lower Manhattan
               and certain other business recovery expenses. Costs associated
               with the damage to the Company's offices, extra operating
               expenses and business interruption losses are still being
               evaluated. To-date, approximately $30MM of such costs relating
               to our portion of the repair of our headquarters building have
               been identified. The company expects that a substantial portion
               of these costs and losses will be covered by insurance.

     -    The total restructuring charges of $631MM ($411MM after-tax) -
          $352MM ($232MM after-tax) in 3Q '01 and $279MM ($179MM after-tax)
          in 4Q '01 - include $369MM for severance and $262MM of other charges.
          The savings for 2002 resulting from these initiatives is expected to
          be approximately $605MM, a portion of which will flow through to
          earnings in the form of improved operating expense margins. The rest
          is expected to be reinvested back into business areas with
          high-growth potential. These charges are further discussed within
          each operating segment's overview. The combined charges, planned
          employee reductions and estimated cost savings by segment are as
          follows.

<Table>
<Caption>
                                   Restructuring Charges                                          Cost Savings
                               -----------------------------          Employee           -------------------------------
                                 Pretax          After-tax           Reductions              2002              2003
                               ------------     -------------    --------------------    -------------     -------------
<S>                            <C>              <C>              <C>                     <C>               <C>
        TRS                       $414              $267               10,900                 $495             $575
        AEFA                       107                70                1,300                   60               95
        AEB                         96                65                  500                   30               45
        Corporate &
          Other                     14                 9                  200                   20               25
                                ------            ------               ------               ------           ------
             Total                $631              $411               12,900                 $605             $740
                                ======            ======               ======               ======           ======
</Table>

     -    Excluding the effect of the restructuring charges and the 9/11
          costs, diluted EPS was $1.34, down 35% versus last year.

o    Results also include $182MM ($132MM after-tax), recorded in 1Q '01 and
     $826MM ($537MM after-tax), recorded in 2Q '01, of losses related to the
     writedown and sale of certain high-yield securities and the reduction of
     the risk profile within AEFA's investment portfolio. 2000's results
     reflect approximately $123MM of such losses.


                                      14
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                             CONSOLIDATED (CONT'D)


o    CONSOLIDATED REVENUES: Net revenues declined due to lower spreads on
     AEFA's investment portfolio, which reflect the investment losses and
     portfolio repositioning mentioned above, weaker travel revenues, as well
     as lower management and distribution fees. These items were partially
     offset by an increase in cards in force, larger loan balances and greater
     insurance premiums.


o    CONSOLIDATED EXPENSES: Rose due to the previously mentioned charges,
     larger provisions for losses and higher operating expenses. These
     increases were partially offset by lower marketing costs, a decline in
     human resource expenses, and other reengineering activities and expense
     control initiatives.


o    AVERAGE SHARES:
<Table>
<Caption>
                                                                             Millions of Shares
                                                              ----------------------------------------------
                                                                           2001             2000
                                                                           ----             ----
<S>                                                                        <C>              <C>
     Basic
                                                                           1,324            1,327
                                                                           =====            =====
     Diluted
                                                                           1,336            1,360
                                                                           =====            =====



o    ACTUAL SHARE ACTIVITY:

     Shares outstanding - beginning of period                              1,326            1,341
     Repurchase of common shares                                             (14)             (25)
     Net settlements - 3rd party share purchase agreements                    12                -
     Employee benefit plans, compensation and other                            7               10
                                                                           -----            -----
     Shares outstanding - end of period                                    1,331            1,326
                                                                           =====            =====
</Table>





                              CORPORATE AND OTHER

o    The 2001 net operating expense was $187MM compared with $180MM in 2000.
     -    Both 2001 and 2000 include a $46MM ($39MM after-tax) Lehman Brothers
          preferred dividend based on its earnings.
     -    2001 also reflects $14MM ($9MM after-tax) of costs related to the
          previously discussed restructuring charges.


                                      15
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                            TRAVEL RELATED SERVICES

(preliminary)                STATEMENTS OF INCOME
                          (UNAUDITED, MANAGED BASIS)

<Table>
<Caption>
                                                                           Years Ended                     Percentage
(millions)                                                                 December 31,                    Inc/(Dec)
                                                              --------------------------------------    -----------------
                                                                    2001                    2000
                                                                  ------                  ------
<S>                                                               <C>                     <C>           <C>
Net revenues:
     Discount revenue                                             $7,714                  $7,779              (1)%
     Net card fees                                                 1,691                   1,653               2
     Lending:
          Finance charge revenue                                   4,622                   3,977              16
          Interest expense                                         1,484                   1,594              (7)
                                                                  ------                  ------
               Net finance charge revenue                          3,138                   2,383              32
                                                                  ------                  ------
     Travel commissions and fees                                   1,537                   1,821             (16)
     TC investment income                                            394                     387               2
     Other revenues                                                3,628                   3,418               6
                                                                  ------                  ------
          Total net revenues                                      18,102                  17,441               4
                                                                  ------                  ------
Expenses:
     Marketing and promotion                                       1,145                   1,348             (15)
     Provision for losses and claims:
          Charge card                                              1,231                   1,157               6
          Lending                                                  2,243                   1,486              51
          Other                                                      164                     105              57
                                                                  ------                  ------
               Total                                               3,638                   2,748              32
                                                                  ------                  ------
     Charge card interest expense                                  1,476                   1,408               5
     Human resources                                               3,992                   4,126              (3)
     Other operating expenses                                      5,379                   5,098               6
     Restructuring charges                                           414                       -               -
     Disaster recovery charge                                         79                       -               -
                                                                  ------                  ------
          Total expenses                                          16,123                  14,728               9
                                                                  ------                  ------
Pretax income                                                      1,979                   2,713             (27)
Income tax provision                                                 520                     784             (34)
                                                                  ------                  ------
Net income                                                        $1,459                  $1,929             (24)
                                                                  ======                  ======
</Table>

Note: Unless indicated otherwise, the following discussion addresses the
     "managed basis" Statements of Income. The GAAP Statements of Income are
     also included in the Company's Earnings Release.

o    Net income declined 24% reflecting the effect of the restructuring
     charges and the costs related to the 9/11 terrorist attacks, as well as
     generally weaker economic conditions throughout the year.
     -    Excluding these costs and restructuring charges, net income declined
          8%.

o    Net revenues rose 4% from increased cards in force and growth in
     cardmember loans outstanding, which was partially offset by lower
     discount revenue and travel commissions and fees, reflecting overall
     weakness in the economy, especially within the travel and entertainment
     sectors.

o    The higher expenses reflect the previously mentioned restructuring and
     disaster recovery charges, as well as greater provisions for losses and
     increased operating costs, which were partially offset by reduced
     marketing and promotion costs, lower human resource expenses and cost
     control initiatives.
     -    For 2001, TRS recorded restructuring charges of $414MM ($267MM
          after-tax). Included in this charge is $278MM in severance costs for
          the elimination of 10,900 jobs, the largest component of which is
          within the travel business. The remaining charge of $136MM is
          primarily related to facilities consolidation costs.
     -    The September 11th disaster recovery charge includes provisions
          related to credit exposures to travel industry service
          establishments and insurance claims, but excludes approximately $8MM
          of waived finance charges and late fees.

o    On a GAAP reporting basis, TRS recognized net pretax gains of $155MM
     ($101MM after-tax) in 2001 and $142MM ($92MM after-tax) in 2000 related
     to the securitization of $4.3B and $4.0B of U.S. Lending receivables,
     respectively. In 2001, this gain was net of a pretax loss of $25MM ($16MM
     after-tax) related to the maturity of a $1.0B U.S. lending receivable
     securitization in 2Q '01. In both periods, these net gains were offset by
     expenses related to card acquisition initiatives and, therefore, had no
     material impact on net income or total expenses in either period.

     For purposes of the above "managed basis" Statements of Income, which
     present TRS' results as if there had been no securitizations, such net
     gains (reported on the GAAP Statement of Income as a $73MM and a $92MM
     reduction in the Lending Provision for Losses in 2001 and 2000,
     respectively, and increases in Other Revenue and Lending Interest
     Expense) and corresponding growth in Marketing and Promotion and Other
     Operating Expenses have been eliminated.


                                      16
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                       TRAVEL RELATED SERVICES (CONT'D)

o    The pretax margin was 10.9% in 2001 versus 15.6% in 2000 due to the
     impact of the charges discussed above and the weak revenue conditions.

o    The effective tax rate declined to 26% in 2001 from 29% in 2000 on a
     higher relative Travelers Cheque contribution.

o    DISCOUNT REVENUE: Relatively flat billed business and a lower discount
     rate yielded a 1% decrease in discount revenue.
      -  The average discount rate was 2.67% in 2001 versus 2.70% in 2000. The
         decline from last year reflects the cumulative impact of stronger than
         average growth in the lower rate retail and other "everyday spend"
         merchant categories (e.g., supermarkets, discounters, etc.), as well as
         significantly weaker T&E spending during the year.

<Table>
<Caption>
                                                                               Years Ended             Percentage
                                                                               December 31,            Inc/(Dec)
                                                                     ----------------------------    --------------
                                                                            2001          2000
                                                                            ----          ----
<S>                                                                       <C>           <C>          <C>
     Card billed business (billions):
          United States                                                   $224.5        $221.7              1%
          Outside the United States                                         73.5          75.0             (2)
                                                                          ------        ------
          Total                                                           $298.0        $296.7              -
                                                                          ======        ======

     Spending per basic card in force (dollars) (a):
          United States                                                   $8,364        $8,844             (5)
          Outside the United States                                       $5,939        $6,682            (11)
          Total                                                           $7,666        $8,229             (7)
</Table>

(a) Proprietary card activity only.

     -    BILLED BUSINESS: The slight increase in billed business resulted
          from growth in cards in force, partially offset by lower spending
          per basic cardmember worldwide. The lower cardmember spending
          reflects generally weaker economic conditions during the year, as
          well as a significantly lower level of spending, particularly within
          the travel related categories, subsequent to the 9/11 terrorist
          attacks.
          --   U.S. billed business increased 1% reflecting 6% growth within
               the consumer card business on 12% higher transaction volume, a
               2% increase within small business services and an 11% decline
               within Corporate Services.
               -    Spending per basic card in force declined 5%.
          --   Excluding the impact of foreign exchange translation:
               -    Total billed business outside the U.S. rose approximately
                    3% on growth in Europe and Asia, offset by declines in
                    Canada and Latin America.
               -    Spending per proprietary basic card in force outside the
                    U.S. declined 7%.
          --   Network partnership and Purchasing Card volumes sustained their
               stronger growth levels, in excess of the consolidated worldwide
               billed business growth rate.
          --   U.S. non-T&E related volume categories (which represented
               approximately 60% of U.S. billed business during 2001) grew 9%
               versus last year. U.S. T&E related volume declined 9%.
          --   Airline related volume declined 15% on high single digit
               declines in both the average airline charge and transaction
               volumes.

o    NON-AMEX BRANDED STATISTICS: Total billed business excludes activities on
     Non-Amex Branded cards (Visa and Eurocards) issued in connection with
     joint venture activities. These are reported as separate line items
     within TRS' selected statistical information.

<Table>
<Caption>
                                                                              Years Ended                   Percentage
                                                                              December 31,                   Inc/(Dec)
                                                                   ----------------------------------    ------------------
                                                                           2001          2000
                                                                           ----          ----
<S>                                                                        <C>           <C>                <C>
      Billed business (billions)                                           $3.4          $3.2                   7%
</Table>



o     NET CARD FEES: Rose 2% as the increase in cards in force was partially
      offset by the mix shift toward lower and no fee products. The average fee
      per card in force was $34 in 2001 versus $36 in 2000.


                                      17
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                       TRAVEL RELATED SERVICES (CONT'D)



o    NET FINANCE CHARGE REVENUE: Rose 32% on 21% growth in average worldwide
     lending balances.
     -    The net yield on the U.S. portfolio rose to 8.8% versus 7.6% in 2000
          as a decrease in the proportion of the portfolio on introductory
          rates and the benefit of declining funding costs throughout the year
          were partially offset by the evolving mix of products toward more
          lower-rate offerings.
     -    The variance between the gross revenue and interest expense growth
          rates of 16% and (7)%, respectively, reflects the lagged effect of
          interest rate decreases on the revenue earned from cardmembers.

o    TRAVEL COMMISSIONS AND FEES: Declined 16% on a 24% contraction in travel
     sales due to the effects of the 9/11 terrorist attacks and the weaker
     corporate travel environment throughout the year. The revenue earned per
     dollar of sales increased (8.9% in 2001 versus 8.1% in 2000), reflecting
     new fees related to certain client services, which were partially offset
     by continued efforts by airlines to reduce distribution costs and by
     corporate clients to contain travel and entertainment expenses.

o    TC INVESTMENT INCOME: Increased 2% reflecting a higher yield and higher
     average investments.

o    OTHER REVENUES: Increased 6% due to higher card-related fees and larger
     insurance premiums.

o    MARKETING AND PROMOTION EXPENSES: Decreased 15% as we rationalized
     certain marketing efforts in light of the weaker business environment.

o    OTHER PROVISION FOR LOSSES: Increased 57% due in part to reserve
     additions related to credit exposures to travel industry service
     establishments.

o    CHARGE CARD INTEREST EXPENSE: Rose 5% due to a higher effective cost of
     funds offset by lower billed business volumes.

o    HUMAN RESOURCE EXPENSES: Decreased 3% versus last year as a result of a
     lower average number of employees, lower levels of incentive
     compensation, and reduced contract programmer expenses, which offset
     merit increases.

o    OTHER OPERATING EXPENSES: Were up 6% as higher costs related to business
     growth, cardmember loyalty programs, and professional fees for
     outsourcing activities were partially offset by reengineering activities
     and cost containment efforts.

o    CREDIT PROVISIONS:
     -    The provision for losses on charge card products increased 6% on
          higher loss rates. The net loss ratio increased to 0.42% from 0.36%
          last year.
     -    The lending provision for losses was 51% above last year on growth
          in outstanding loans and the weaker credit environment. The net
          write-off rate for 2001 was 5.6% versus 4.4% in 2000.


                                      18
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                      AMERICAN EXPRESS FINANCIAL ADVISORS

(preliminary)                 STATEMENTS OF INCOME
                                  (UNAUDITED)

<Table>
<Caption>
(millions)                                                                Years Ended                      Percentage
                                                                          December 31,                     Inc/(Dec)
                                                            ----------------------------------------    ----------------
                                                                    2001                   2000
                                                                    ----                   ----
<S>                                                               <C>                    <C>              <C>
Revenues:
     Investment income                                            $1,162                 $2,292              (49)%
     Management and distribution fees                              2,458                  2,812              (13)
     Other revenues                                                1,171                  1,026               14
                                                                  ------                 ------
          Total revenues                                           4,791                  6,130              (22)
     Provision for losses and benefits:
          Annuities                                                  989                  1,018               (3)
          Insurance                                                  648                    556               17
          Investment certificates                                    329                    337               (2)
                                                                  ------                 ------
               Total                                               1,966                  1,911                3
                                                                  ------                 ------
          Total net revenues                                       2,825                  4,219              (33)
                                                                  ------                 ------
Expenses:
     Human resources                                               1,969                  2,093               (6)
     Other operating expenses                                        762                    643               18
     Restructuring charges                                           107                      -                -
     Disaster Recovery charge                                         11                      -                -
                                                                  ------                 ------
          Total expenses                                           2,849                  2,736                4
                                                                  ------                 ------
Pretax (loss)/income                                                (24)                  1,483                -
Income tax (benefit)/provision                                      (76)                    451                -
                                                                  ------                 ------
Net income                                                           $52                 $1,032              (95)
                                                                  ======                 ======
</Table>


o    Net income declined 95% reflecting the effect of the weak economy and
     financial markets as well as the following:
     -    Restructuring charges of $107MM ($70MM after-tax) and an $11MM ($8MM
          after-tax) disaster recovery charge for costs related to life
          insurance claims by clients impacted by the 9/11 terrorist attacks.
          --   Excluding these items, net income declined 87% versus last
               year.
     -    $1.0B of pretax losses ($669MM after-tax) in 1Q '01 and 2Q '01 from
          the write-down and sale of certain high yield securities and the
          reduction of the risk profile within the investment portfolio.


o    Net revenues declined 33% reflecting:
     -    Lower spreads on investment portfolio products, mostly reflecting
          the investment losses and yield impact of the portfolio
          repositioning discussed above;
     -    Reduced management fees from lower average managed asset levels;
     -    A decrease in distribution fees from weaker mutual fund sales
          levels; partially offset by
     -    Higher insurance revenues.

o    INVESTMENT INCOME:
     -    Gross investment income decreased 49% reflecting the losses related
          to the investment portfolio and a lower average yield, partially
          resulting from the repositioning of the portfolio. In addition,
          there is a larger decrease this year in the value of options hedging
          outstanding stock market certificates, which was offset in the
          certificate provision.
     -    Average invested assets of $34.1B (excluding unrealized
          appreciation/depreciation) rose 4% versus $32.9B in 2000.
     -    The average yield on invested assets was 6.2% versus 7.2% in 2000.
     -    Underlying spreads within the insurance and annuity products were
          down versus last year; spreads for certificates were up.

o    MANAGEMENT AND DISTRIBUTION FEES: The decrease of 13% was due to lower
     average assets under management and weaker sales, reflecting the negative
     impact of weak equity market conditions throughout the year.


                                      19
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                 AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)



o    PRODUCT SALES:
     -    Total gross cash sales from all products were down 16% versus 2000.
     -    Mutual fund sales decreased 24% as both proprietary and
          non-proprietary fund sales declined. The largest portion of
          non-proprietary fund sales continued to occur in "wrap" accounts.
          Within proprietary funds:
          --   Bond fund sales grew; sales of equity and money market funds
               declined.
          --   Redemption rates held relatively steady and continued to
               compare favorably with industry levels.
     -    Annuity sales decreased 4%, as substantial growth in fixed annuity
          sales was offset by a decline in variable annuity sales.
     -    Sales of insurance products fell 1% reflecting lower sales of life
          products, partially offset by higher property-casualty sales, in
          part due to sales through Costco.
     -    Certificate sales increased 15% reflecting particularly strong
          advisor sales and increased sales of certificates sold to clients
          outside the U.S. through a joint venture between AEFA and AEB.
     -    Institutional sales declined 24% versus relatively strong levels
          last year, reflecting both lower new sales and lower additional
          contributions.
     -    Other sales increased 48% due to both new accounts and additional
          contributions from existing 401(k) plan sponsors, as well as sales
          growth in limited partnerships and wealth management account
          activities.
     -    Advisor product sales generated through financial planning and
          advice services were 73% of total sales versus 68% last year.

o    OTHER REVENUES: Were up 14% on higher life and property-casualty
     insurance premiums and charges.
     -    Financial planning and advice services fees of $107.5MM rose 10%
          versus 2000.

o    PROVISIONS FOR LOSSES AND BENEFITS: Annuity product provisions decreased
     reflecting a smaller inforce level and a lower accrual rate. Insurance
     provisions rose due to higher inforce levels. Certificate provisions
     decreased as higher inforce levels were offset by lower accrual rates and
     the effect on the stock market certificate product of greater
     depreciation this year in the S&P 500.

o    HUMAN RESOURCES: Expenses declined 6% reflecting lower field force
     compensation-related expenses due to the decline in advisors and the
     impact of lower volumes on advisor compensation, as well as the benefits
     of reengineering and cost containment initiatives within the home office
     where average employees were down 7% versus last year.

o    OTHER OPERATING EXPENSES: the 18% increase reflects higher investment
     activities related to the acceleration of various strategic,
     reengineering, technology and product development projects, a higher
     minority interest related to premium deposits (the joint venture with
     AEB) and real estate write-downs from facility consolidation.

                                      20
<Page>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2001 OVERVIEW
                             AMERICAN EXPRESS BANK

(preliminary)                STATEMENTS OF INCOME
                                  (UNAUDITED)

<Table>
<Caption>
(millions)                                                         Years Ended                            Percentage
                                                                   December 31,                           Inc/(Dec)
                                                          --------------------------------------      -------------------
                                                              2001              2000
                                                              ----              ----
Net revenues:
<S>                                                           <C>               <C>                       <C>
     Interest income                                          $698              $735                         (5)%
     Interest expense                                          396               484                        (18)
                                                              ----              ----
           Net interest income                                 302               251                         20
     Commissions and fees                                      203               214                         (5)
     Foreign exchange income and other revenue                 144               126                         14
                                                              ----              ----
          Total net revenues                                   649               591                         10
                                                              ----              ----

Expenses:
     Human resources                                           247               257                         (4)
     Other operating expenses                                  255               273                         (6)
     Provision for losses - ongoing                             65                28                          #
                          - restructuring related               26                 -                          -
                                                              ----              ----
     Total provision                                            91                28                          #
     Restructuring charges                                      70                 -                          -
                                                              ----              ----
          Total expenses                                       663               558                         19
                                                              ----              ----
Pretax (loss)/income                                           (14)               33                          #
Income tax (benefit)/provision                                  (1)                4                          #
                                                              ----              ----
Net (loss)/income                                             $(13)              $29                          #
                                                              ====              ====
</Table>

# Denotes variance in excess of 100%.

o    AEB recorded restructuring charges of $96MM ($65MM after-tax).
     -    The charges include a $26MM provision for losses to further scale
          back corporate lending activities in parts of Asia, Latin America
          and Europe, as well as $36MM of severance and $24MM of currency
          translation losses previously recorded in shareholder's equity.
     -    Excluding the effect of the restructuring charges, net income was
          approximately 82% above last year's amount.

o    Revenues grew 10% as higher net interest income and foreign exchange and
     other revenue were partially offset by lower commissions and fees.
     -    Net interest income rose 20% due to higher consumer loans and lower
          funding costs, partially offset by decreases in Corporate Banking.
     -    Commissions and fees were down 5% from lower results in Corporate
          Banking and lower mutual fund fees within our third party activities
          in the Financial Institutions Group.
     -    Foreign exchange income and other revenue increased 14% due to
          higher revenue from premium deposits (the joint venture with AEFA),
          partially offset by lower Corporate Banking revenue and earnings
          from other joint ventures.

o    Human resource expenses were down reflecting the benefits of a lower
     employee level and reduced costs related to reengineering activities.

o    The ongoing provision for losses increased primarily due to PFS loan
     growth.


                                      21
<Page>
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO
RISKS AND UNCERTAINTIES. THE WORDS "BELIEVE", "EXPECT", "ANTICIPATE",
"OPTIMISTIC", "INTEND", "AIM", "WILL", "SHOULD" AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: Fluctuation in the
equity markets, which can affect the amount and types of investment products
sold by AEFA, the market value of its managed assets, and management and
distribution fees received based on those assets; potential deterioration in
the high-yield sector and other investment areas, which could result in
further losses in AEFA's investment portfolio; the ability of AEFA to sell
certain high-yield investments at expected values and within anticipated
timeframes and to maintain its high-yield portfolio at certain levels in the
future; developments relating to AEFA's new platform structure for financial
advisors, including the ability to increase advisor productivity, moderate the
growth of new advisors and create efficiencies in the infrastructure; AEFA's
ability to effectively manage the economics in selling a growing volume of
non-proprietary products to clients; investment performance in AEFA's
businesses; the success, timeliness and financial impact, including costs,
cost savings and other benefits of reengineering initiatives being implemented
or considered by the company, including cost management, structural and
strategic measures such as vendor, process, facilities and operations
consolidation, outsourcing, relocating certain functions to lower cost
overseas locations, moving internal and external functions to the Internet to
save costs, the scale-back of corporate lending in certain regions, and
planned staff reductions relating to certain of such reengineering actions;
the ability to control and manage operating, infrastructure, advertising and
promotion and other expenses as business expands or changes, including
balancing the need for longer term investment spending; the impact of and
uncertainty created by the September 11th terrorist attacks; the company's
ability to recover under its insurance policies for losses resulting from the
September 11th terrorist attacks; consumer and business spending on the
company's travel related services products, particularly credit and charge
cards and growth in card lending balances, which depend in part on the ability
to issue new and enhanced card products and increase revenues from such
products, attract new cardholders, capture a greater share of existing
cardholders' spending, sustain premium discount rates, increase merchant
coverage, retain cardmembers after low introductory lending rates have
expired, and expand the global network services business; successfully
expanding the company's on-line and off-line distribution channels and
cross-selling financial, travel, card and other products and services to its
customer base, both in the United States and abroad; effectively leveraging
the company's assets, such as its brand, customers and international presence
in the Internet environment; investing in and competing at the leading edge of
technology across all businesses; higher borrowing costs due to potential
negative changes in the company's and its subsidiaries' credit ratings;
increasing competition in all of the company's major businesses; fluctuations
in interest rates, which impact the company's borrowing costs, return on
lending products and spreads in the investment and insurance businesses;
credit trends and the rate of bankruptcies, which can affect spending on card
products, debt payments by individual and corporate customers and businesses
that accept the company's card products and returns on the company's
investment portfolios; foreign currency exchange rates; political or economic
instability in certain regions or countries, which could affect commercial
lending activities, among other businesses; legal and regulatory developments,
such as in the areas of consumer privacy and data protection; acquisitions;
and outcomes in litigation. A further description of these and other risks and
uncertainties can be found in the company's 10-K Annual Report for the fiscal
year ending December 31, 2000 and its other reports filed with the Securities
and Exchange Commission.

                                      22

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2B BYLAWS
<SEQUENCE>5
<FILENAME>bylaws.txt
<DESCRIPTION>EXHIBIT 99.2B BY-LAWS
<TEXT>


                                                                  Exhibit 99.2B










                                    BY-LAWS

                                      OF

                           AMERICAN EXPRESS COMPANY
                           (A New York Corporation)




                    (as amended through November 26, 2001)


























<PAGE>



                                    BY-LAWS

                                      OF

                           AMERICAN EXPRESS COMPANY

                                   ARTICLE I

                                    OFFICES

   SECTION 1.1 PRINCIPAL OFFICE.  The principal office of the corporation
within the State of New York shall be located in the City of New York, County
of New York.

   SECTION 1.2 OTHER OFFICES.  The corporation may have such other offices
and places of business within and without the State of New York as the business
of the corporation may require.


                                  ARTICLE II

                                 SHAREHOLDERS

   SECTION 2.1 ANNUAL MEETING.  The annual meeting of the shareholders for
the election of directors and for the transaction of other business shall be
held at the principal office of the corporation within the State of New York,
or at such other place either within or without the State of New York as may
be fixed by the Board of Directors (hereinafter referred to as the "Board")
from time to time.  The annual meeting shall be held on such full business day
in each year not earlier than March 15 nor later than April 30 and at such hour
as shall be fixed by the Board, or on such other day and at such hour as
shall be fixed by the Board.  If the election of directors shall not be held
on the date so fixed for the annual meeting, a special meeting of the
shareholders for the election of directors shall be called forthwith in the
manner provided herein for special meetings, or as may otherwise be provided
by law. (B.C.L. Section 602.)

   SECTION 2.2 SPECIAL MEETINGS.  Special Meetings of the shareholders may
be held for such purpose or purposes as shall be specified in a call for such
meeting made by resolution of the Board or by a majority of the directors then
in office or by the Chief Executive Officer.


- -------------------
  This and other references to the New York Business Corporation Law are
not part of the by-laws, but are included solely for convenience in locating
relevant portions of the statute.

                                       1
<PAGE>
At any such special meeting only such business may be transacted which is
related to the purpose or purposes set forth in the notice of meeting.
(B.C.L. Section 602(c).

   SECTION 2.3 NOTICE OF MEETINGS.  Notice of all meetings of shareholders
shall be in writing and shall state the place, date and hour of the meeting and
such other matters as may be required by law.  Notice of any special meeting
shall also state the purpose or purposes for which the meeting is called and
shall indicate that it is being issued by or at the direction of the person or
persons calling the meeting.  A copy of the notice of any meeting, shall be
given, personally or by mail, not less than ten nor more than sixty days before
the date of the meeting, provided that a copy of such notice may be given by
third class mail not less than twenty-four nor more than sixty days before the
date of the meeting, to each shareholder entitled to vote at such meeting.  If
mailed, such notice shall be deemed given when deposited in the United States
mail, with postage thereon prepaid, directed to the shareholder at his address
as it appears on the record of shareholders, or, if he shall have filed with
the Secretary of the corporation a written request that notices to him be
mailed at some other address, then directed to him at such other address.
Notice of any adjourned meeting of the shareholders shall not be required if
the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, but if after the adjournment the
Board or Chief Executive Officer fixes a new record date for the adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder of
record on the new record date. (B.C.L. Section 605.)

   SECTION 2.4 QUORUM AND VOTING.  Except as otherwise provided by law or
the certificate of incorporation, the holders of a majority of the votes of the
shares entitled to vote thereat shall constitute a quorum at any meeting of the
shareholders for the transaction of any business, but a lesser interest may
adjourn any meeting from time to time and from place to place until a quorum
is obtained. Any business may be transacted at any adjourned meeting that might
have been transacted at the original meeting.  When a quorum is once present
to organize a meeting of shareholders, it is not broken by the subsequent
withdrawal of any shareholders. Directors shall, except as otherwise required
by law or the certificate of incorporation or a by-law adopted by the
shareholders, be elected by a plurality of the votes cast in favor of or
against such action at a meeting of shareholders by the holders of shares
entitled to vote in the election.  Any other corporate action taken by vote of
the shareholders shall, except as otherwise required by law or the certificate
of incorporation, be authorized by a majority of the votes cast at a meeting
of shareholders by the holders of shares entitled to vote thereon.  Every
shareholder of record shall be entitled at every meeting of shareholders to one
vote for each share standing in his name on the record of shareholders, unless
otherwise provided in the certificate of incorporation.  Neither treasury
shares, nor shares held by any other corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held
by the corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares then entitled to vote. (B.C.L. Sections 608,
614.)



                                       2
<PAGE>
   SECTION 2.5 PROXIES.  Every shareholder entitled to vote at a meeting of
the shareholders may authorize another person to vote for him by proxy executed
in writing (or in such manner permitted by law) by the shareholder or his
attorney-in-fact.  No proxy shall be valid after the expiration of eleven
months from the date thereof, unless otherwise provided in the proxy.  Every
proxy shall be revocable at the pleasure of the shareholder executing it,
except that a proxy which is entitled "irrevocable proxy" and which states that
it is irrevocable shall be irrevocable when and to the extent permitted by law.
(B.C.L. Section 609.)

   SECTION 2.6 LIST OF SHAREHOLDERS AT MEETINGS.  A list of shareholders as
of the record date, certified by the Secretary or by the transfer agent of the
corporation, shall be produced at any meeting of shareholders upon the request
thereat or prior thereto of any shareholder.  If the right to vote at any
meeting is challenged, the inspectors of election or person presiding thereat
shall require such list of shareholders to be produced as evidence of the right
of the persons challenged to vote at such meeting, and all persons who appear
from such list to be shareholders entitled to vote thereat may vote at such
meeting. (B.C.L. Section 607.)

   SECTION 2.7 WAIVER OF NOTICE.  Notice of a shareholders' meeting need not
be given to any shareholder who submits a signed waiver of notice, in person
or by proxy, whether before or after the meeting.  The attendance of any
shareholder at a meeting, in person or by proxy, without protesting prior to
the conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice by him. (B.C.L. Section 606.)

   SECTION 2.8 INSPECTORS AT SHAREHOLDERS' MEETINGS.  The Board, in advance
of any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof and to perform such duties thereat as are
prescribed by law.  If inspectors are not so appointed, the person presiding
at a shareholders' meeting shall appoint one or more inspectors.  In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by
the person presiding thereat.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability.  (B.C.L. Section 610.)

   SECTION 2.9 BUSINESS TO BE TRANSACTED AT SHAREHOLDERS' MEETINGS.  No
business shall be transacted at any annual meeting of shareholders, except as
may be (i) specified in the notice of the meeting given by or at the direction
of the Board (including, if so specified, any shareholder proposal submitted
pursuant to the rules and regulations of the Securities and Exchange
Commission), (ii) otherwise brought before the meeting by or at the direction
of the Board or (iii) otherwise brought before the meeting in accordance with
the procedure set forth in the following paragraph, by a shareholder of the
corporation entitled to vote at such meeting.

   For business to be brought by a shareholder before an annual meeting of
shareholders pursuant to clause (iii) above, the shareholder must have given
written notice thereof to the Secretary of the corporation, such notice to be
received at the principal executive offices of the corporation not less than
90 nor more than 120 days prior to the one year anniversary of the date of the
annual meeting of shareholders of the previous year; provided, however, that


                                       3
<PAGE>
in the event that the annual meeting of shareholders is called for a date that
is not within 30 days before or after such anniversary date, notice by the
shareholder must be received at the principal executive offices of the
corporation not later than the close of business on the tenth day following the
day on which the corporation's notice of the date of the meeting is first given
or made to the shareholders or disclosed to the general public (which
disclosure may be effected by means of a publicly available filing with the
Securities and Exchange Commission), whichever occurs first.  A shareholder's
notice to the Secretary shall set forth, as to each matter the shareholder
proposes to bring before the annual meeting of shareholders, (i) a brief
description of the business proposed to be brought before the annual meeting
of shareholders and of the reasons for bringing such business before the
meeting and, if such business includes a proposal to amend either the
certificate of incorporation or these by-laws, the text of the proposed
amendment, (ii) the name and record address of the shareholder proposing such
business, (iii) the number of shares of each class of stock of the corporation
that are beneficially owned by such shareholder, (iv) any material interest of
the shareholder in such business and (v) such other information relating to the
proposal that is required to be disclosed in solicitations pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Securities and Exchange Commission or other applicable law.

Notwithstanding anything in these by-laws to the contrary, no business shall
be conducted at an annual meeting of shareholders except in accordance with the
procedures set forth in this Section 2.9; provided, however, that nothing in
this Section 2.9 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting of shareholders in
accordance with such procedures.  The chairman of an annual meeting of
shareholders shall, if the facts warrant, determine and declare to the meeting
that the business was not properly brought before the meeting in accordance
with the provisions of this Section 2.9, and if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the annual meeting of shareholders shall not be transacted.


                                  ARTICLE III

                                   DIRECTORS

   SECTION 3.1 POWERS, NUMBER, QUALIFICATIONS AND TERM OF OFFICE.  The
business of the corporation shall be managed by its Board, which shall consist
of not less than seven persons, each of whom shall be at least twenty-one years
of age.  Subject to such limitation, the number of directors shall be fixed and
may be increased or decreased from time to time by a majority of the entire
Board.  Directors need not be shareholders.  Except as otherwise provided by
law or these by-laws, the directors shall be elected at the annual meetings of
the shareholders, and each director shall hold office until the next annual
meeting of shareholders, and until his successor has been elected and
qualified.  Newly created directorships resulting from an increase in the
number of directors and any vacancies occurring in the Board for any reason,
including vacancies occurring by reason of the removal of any of the directors
with or without cause, may be filled by vote of a majority of the directors
then in office, although less than a quorum exists.  No decrease in the number
of directors shall shorten the terms of any incumbent director.  A director



                                       4
<PAGE>
elected to fill a vacancy shall be elected to hold office for the unexpired
term of his predecessor.  If the Board has not elected a Chairman of the Board
as an officer, it may choose a Chairman of the Board from among its members to
preside at its meetings.  (B.C.L. Sections 701, 702, 703, 705.)

   SECTION 3.2 REGULAR MEETINGS.  There shall be regular meetings of the
Board, which may be held on such dates and without notice or upon such notice
as the Board may from time to time determine.  Regular meetings shall be held
at the principal office of the corporation within the State of New York or at
such other place either within or without the State of New York and at such
specific time as may be fixed by the Board from time to time.  There shall also
be a regular meeting of the Board, which may be held without notice or upon
such notice as the Board may from time to time determine, after the annual
meeting of the shareholders or any special meeting of the shareholders at which
an election of directors is held. (B.C.L. Sections 710, 711.)

   SECTION 3.3 SPECIAL MEETINGS. Special meetings of the Board may be held
at any place within or without the State of New York at any time when called
by the Chairman of the Board or the President or four or more directors.
Notice of the time and place of special meetings shall be given to each
director by serving such notice upon him personally within the City of New York
at least one day prior to the time fixed for such meeting, or by mailing or
telegraphing it, prepaid, addressed to him at his post office address, as it
appears on the books of the corporation, at least three days prior to the time
fixed for such meeting.  Neither the call or notice nor any waiver of notice
need specify the purpose of any meeting of the Board. (B.C.L. Sections 710,
711.)

   SECTION 3.4 WAIVER OF NOTICE.  Notice of a meeting need not be given to
any director who signs a waiver of notice whether before or after the meeting,
or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him. (B.C.L. Section 711(c).)

   SECTION 3.5 QUORUM AND VOTING.  One-third of the entire Board shall
constitute a quorum.  A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place.  Notice
of any adjournment shall be given to the directors who were not present at the
time of the adjournment and, unless the time and place of such adjournment are
announced at the meeting, to the other directors.  The vote of a majority of
the directors present at the time of the vote, if a quorum is present at such
time, shall be the act of the Board, except where a larger vote is required by
law, the certificate of incorporation or these by-laws. (B.C.L. Sections 701,
708, 711(d).)

   SECTION 3.6 ACTION BY THE BOARD.  Any reference in these by-laws to
corporate action to be taken by the Board shall mean such action at a meeting
of the Board.  However, any action required or permitted to be taken by the
Board or any committee thereof may be taken without a meeting if all members
of the Board or the committee consent in writing to the adoption of a
resolution authorizing the action.  The resolution and the written consent
thereto by the members of the Board or committee shall be filed with the
minutes of the proceedings of the Board or committee. Any one or more members
of the Board or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time.  Participation by such means shall constitute presence in
person at the meeting.  (B.C.L. Section 708.)

                                       5
<PAGE>
   SECTION 3.7 COMMITTEES OF THE BOARD.  The Board by resolution adopted by
a majority of the entire Board may designate from among its members one or more
committees, each consisting of three or more directors.  Each such committee
shall have all the authority of the Board to the extent provided in such
resolution, except as limited by law.  No such committee shall exercise its
authority in a manner inconsistent with any action, direction, or instruction
of the Board.

   The Board may appoint a Chairman of any committee (except for the
Executive Committee, if one is established, in the case where the Chairman of
the Executive Committee has been elected pursuant to Section 4.1 of these
by-laws), who shall preside at meetings of their respective committees.  The
Board may fill any vacancy in any committee and may designate one or more
directors as alternate members of such committee, who may replace any absent
member or members at any meeting of such committee.  Each such committee shall
serve at the pleasure of the Board, but in no event beyond its first meeting
following the annual meeting of the shareholders.

   All acts done and powers conferred by any committee pursuant to the
foregoing authorization shall be deemed to be and may be certified as being
done or conferred under authority of the Board.

   A record of the proceedings of each committee shall be kept and submitted
at the next regular meeting of the Board.

   At least one-third but not less than two of the members of any committee
shall constitute a quorum for the transaction of business, and the vote of a
majority of the members present at the time of the vote, if a quorum is present
at such time, shall be the act of the committee.  If a committee or the Board
shall establish regular meetings of any committee, such meetings may be held
without notice or upon such notice as the committee may from time to time
determine.  Notice of the time and place of special meetings of any committee
shall be given to each member of the committee in the same manner as in the
case of special meetings of the Board.  Notice of a meeting need not be given
to any member of a committee who signs a waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.  Except as otherwise
provided in these by-laws, each committee shall adopt its own rules of
procedure. (B.C.L. Section 712.)

   SECTION 3.8 COMPENSATION OF DIRECTORS.  The Board shall have authority
to fix the compensation of directors for services in any capacity. (B.C.L.
Section 713(e).)


   SECTION 3.9 RESIGNATION AND REMOVAL OF DIRECTORS.  Any director may
resign at any time by giving written notice thereof to the Chief Executive
Officer or to the Board, and such resignation shall take effect at the time
therein specified without the necessity of further action.  Any director may
be removed with or without cause by vote of the shareholders, or with cause by
action of the Board. (B.C.L. Section 706.)

   SECTION 3.10 THE "ENTIRE BOARD".  As used in these by-laws the term "the
entire Board" or "the entire Board of Directors" means the total number of
directors which the corporation would have if there were no vacancies. (B.C.L.
Section 702.)

                                       6
<PAGE>
   SECTION 3.11 NOMINATION OF DIRECTORS.  Subject to the rights of holders
of any class or series of stock having a preference over the common shares as
to dividends or upon liquidation, nominations for the election of directors may
only be made (i) by the Board or a committee appointed by the Board or (ii) by
a shareholder of the corporation entitled to vote at the meeting at which a
person is to be nominated in accordance with the procedure set forth in the
following paragraph.

   A shareholder may nominate a person or persons for election as directors
only if the shareholder has given written notice of its intent to make such
nomination to the Secretary of the corporation, such notice to be received at
the principal executive offices of the corporation (i) with respect to an
annual meeting of shareholders, not less than 90 nor more than 120 days prior
to the one year anniversary of the date of the annual meeting of shareholders
of the previous year; provided, however, that in the event that the annual
meeting of shareholders is called for a date that is not within 30 days before
or after such anniversary date, notice by the shareholder must be received at
the principal executive offices of the corporation not later than the close of
business on the tenth day following the day on which the corporation's notice
of the date of the meeting is first given or made to the shareholders or
disclosed to the general public (which disclosure may be effected by means of
a publicly available filing with the Securities and Exchange Commission),
whichever occurs first and (ii) with respect to a special meeting of
shareholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which the corporation's
notice of the date of the meeting is first given or made to the shareholders
or disclosed to the general public (which disclosure may be effected by means
of a publicly available filing with the Securities and Exchange Commission),
whichever occurs first.  A shareholder's notice to the Secretary shall set
forth (i) the name and record address of the shareholder who intends to make
such nomination, (ii) the name, age, business and residence addresses and
principal occupation of each person to be  nominated, (iii) the number of
shares of each class of stock of the corporation that are beneficially owned
by the shareholder, (iv) a description of all arrangements and understandings
between the shareholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made by such shareholder, (v) such other information relating to the person(s)
that is required to be disclosed in solicitations for proxies for election of
directors pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Securities and Exchange Commission or other
applicable law and (vi) the written consent of each proposed nominee to be
named as a nominee and to serve as a director of the corporation if elected,
together with an undertaking, signed by each proposed nominee, to furnish to
the corporation any information it may request upon the advice of counsel for
the purpose of determining such proposed nominee's eligibility to serve as a
director.  The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with
the foregoing procedures and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.








                                       7
<PAGE>

                                  ARTICLE IV

                            OFFICERS AND OFFICIALS

   SECTION 4.1 OFFICERS.  The Board shall elect a Chairman of the Board or
a President or both, and a Secretary, a Treasurer and a Comptroller and may
elect such other officers, including a Chairman of the Executive Committee and
one or more Vice Chairmen of the Board, as the Board shall determine.  Each
officer shall have such powers and perform such duties as are provided in these
by-laws and as may be provided from time to time by the Board or by the Chief
Executive Officer.  Each officer shall at all times be subject to the control
of the Board, and any power or duty assigned to an officer by these by-laws or
the Board or the Chief Executive Officer shall be subject to control,
withdrawal or limitation by the Board. (B.C.L. Section 715.)

   SECTION 4.2 QUALIFICATIONS.  Any person may hold two or more offices,
except that neither the Chairman nor the President shall be Secretary or
Treasurer.  The Board may require any officer to give security for the
faithful performance of his duties. (B.C.L. Sections 715(e) and (f).)

   SECTION 4.3 ELECTION AND TERMINATION.  The Board shall elect officers at
the meeting of the Board following the annual meeting of the shareholders and
may elect additional officers and fill vacancies at any other time.  Unless the
Board shall otherwise specify, each officer shall hold office until the meeting
of the Board following the next annual meeting of the shareholders, and until
his successor has been elected and qualified, except as hereinafter provided.
The Board may remove any officer or terminate his duties and powers, at any
time, with or without cause.  Any officer may resign at any time by giving
written notice thereof to the Chief Executive Officer or to the Board, or by
retiring or by leaving the employ of the corporation (without being employed
by a subsidiary or affiliate) and any such action shall take effect as a
resignation without necessity of further action.  The Chief Executive Officer
may suspend any officer until the next meeting of the Board. (B.C.L. Sections
715, 716.)

   SECTION 4.4 DELEGATION OF POWERS.  Each officer may delegate to any other
officer and to any official, employee or agent of the corporation, such
portions of his powers as he shall deem appropriate, subject to such
limitations and expirations as he shall specify, and may revoke such delegation
at any time.

   SECTION 4.5 CHAIRMAN OF THE BOARD.  The Chairman of the Board may be, but
need not be, a person other than the Chief Executive Officer of the
corporation.  The Chairman of the Board may be, but need not be, an officer or
employee of the corporation.  The Chairman of the Board shall preside at
meetings of the Board of Directors and shall establish agendas for such
meetings.  In addition, he shall assure that matters of significant interest
to shareholders and the investment community are addressed by management.  The
Chairman of the Board shall be an ex-officio member of each of the standing
committees of the Board, except for the Executive Committee, of which he shall
be a member.

   SECTION 4.6 CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall,
subject to the direction of the Board, have general and active control of the
affairs and business of the corporation and general supervision of its


                                       8
<PAGE>

officers, officials, employees and agents.  He shall preside at all meetings
of the shareholders.  He shall also preside at all meetings of the Board and
any committee thereof of which he is a member, unless the Board or such
committee shall have chosen another chairman.  He shall see that all orders and
resolutions of the Board are carried into effect, and in addition he shall have
all the powers and perform all the duties generally appertaining to the office
of the Chief Executive Officer of a corporation.

   The Chief Executive Officer shall designate the person or persons who
shall exercise his powers and perform his duties in his absence or disability
and the absence or disability of the President.

   SECTION 4.7 PRESIDENT.  The President may be Chief Executive Officer if
so designated by the Board.  If not, he shall have such powers and perform such
duties as are prescribed by the Chief Executive Officer or by the Board, and,
in the absence or disability of the Chief Executive Officer, he shall have the
powers and perform the duties of the Chief Executive Officer, except to the
extent that the Board shall have otherwise provided.

   SECTION 4.8 CHAIRMAN OF THE EXECUTIVE COMMITTEE.  The Chairman of the
Executive Committee shall be a member of the Executive Committee.  He shall
preside at meetings of the Executive Committee and shall have such other powers
and perform such other duties as are prescribed by the Board or by the Chief
Executive Officer.

   SECTION 4.9 VICE CHAIRMAN OF THE BOARD.  Each Vice Chairman of the Board
shall have such powers and perform such duties as are prescribed by the Chief
Executive Officer or by the Board.

   SECTION 4.10 SECRETARY.  The Secretary shall attend all meetings and keep
the minutes of all proceedings of the shareholders, the Board, the Executive
Committee and any other committee unless it shall have chosen another
secretary.  He shall give notice of all such meetings and all other notices
required by law or by these by-laws.  He shall have custody of the seal of the
corporation and shall have power to affix it to any instrument and to attest
thereto.  He shall have charge of the record of shareholders required by law,
which may be kept by any transfer agent or agents under his direction.  He
shall maintain the records of directors and officers as required by law.  He
shall have charge of all documents and other records, except those for which
some other officer or agent is properly accountable, and shall generally
perform all duties appertaining to the office of secretary of a corporation.
(B.C.L. Sections 605, 624, 718.)

   SECTION 4.11 TREASURER.  The Treasurer shall have the care and custody
of all of the funds, securities and other valuables of the corporation, except
to the extent they shall be entrusted to other officers, employees or agents
by direction of the Chief Executive Officer or the Board.  The Treasurer may
hold the funds, securities and other valuables in his care in such vaults or
safe deposit facilities, or may deposit them in and entrust them to such bank,
trust companies and other depositories, all as he shall determine with the
written concurrence of the Chief Executive Officer or his delegate.  The
Treasurer shall account regularly to the Comptroller for all of his receipts,
disbursements and deliveries of funds, securities and other valuables.





                                       9
<PAGE>
   The Treasurer or his delegate, jointly with the Chief Executive Officer
or his delegate, may designate in writing and certify to any bank, trust
company, safe deposit company or other depository the persons (including
themselves) who are authorized, singly or jointly as they shall specify in each
case, to open accounts in the name of the corporation with banks, trust
companies and other depositories, to deposit therein funds, instruments and
securities belonging to the corporation, to draw checks or drafts on such
accounts in amounts not exceeding the credit balances therein, to order the
delivery of securities therefrom, to rent safe deposit boxes or vaults in the
name of the corporation, to have access to such facility and to deposit therein
and remove therefrom securities and other valuables.  Any such designation and
certification shall contain the regulations, terms and conditions applicable
to such authority and may be amended or terminated at any time.

   Such powers may also be granted to any other officer, official, employee
or agent of the corporation by resolution of the Board or by power of attorney
authorized by the Board.

   SECTION 4.12 COMPTROLLER.  The Comptroller shall be the chief accounting
officer of the corporation and shall have control of all its books of account.
He shall see that correct and complete books and records of account are kept
as required by law, showing fully, in such form as he shall prescribe, all
transactions of the corporation, and he shall require, keep and preserve all
vouchers relating thereto for such period as may be necessary.

   The Comptroller shall render periodically such financial statements and
such other reports relating to the corporation's business as may be required
by the Chief Executive Officer or the Board.  He shall generally perform all
duties appertaining to the office of comptroller of a corporation. (B.C.L.
Section 624.)

   SECTION 4.13 OFFICIALS AND AGENTS.  The Chief Executive Officer or his
delegate may appoint such officials and agents of the corporation as the
conduct of its business may require and assign to them such titles, powers,
duties and compensation as he shall see fit and may remove or suspend or modify
such titles, powers, duties or compensation at any time with or without cause.


                                   ARTICLE V

                                    SHARES

   SECTION 5.1 CERTIFICATES.  The shares of the corporation shall be
represented by certificates or shall be uncertificated shares.  Certificates
shall be in such form, consistent with law, as prescribed by the Board, and
signed and sealed as provided by law. (B.C.L. Section 508.)

   SECTION 5.2 TRANSFER OF SHARES.  Except as provided in the certificate
of incorporation, upon surrender to the corporation or to its transfer agent
of a certificate representing shares, duly endorsed or accompanied with proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto and to cancel the old certificate.  The corporation shall be entitled
to treat the holder of record of any shares as the holder in fact thereof, and,




                                      10
<PAGE>
accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, whether or not the
corporation shall have express or other notice thereof, except as may be
required by law. (B.C.L. Section 508(d).)

   SECTION 5.3 RECORD OF SHAREHOLDERS.  The corporation shall keep at its
principal office within the State of New York, or at the office of its transfer
agent or registrar in the State of New York, a record in written form, or in
any other form capable of being converted into written form within a reasonable
time, which shall contain the names and addresses of all shareholders, the
numbers and class of shares held by each, and the dates when they respectively
became the owners of record thereof. (B.C.L. Section 624(a).)

   SECTION 5.4 LOST OR DESTROYED CERTIFICATES.  In case of the alleged loss,
destruction or mutilation of a certificate or certificates representing shares,
the Board may direct the issuance of a new certificate or certificates in lieu
thereof upon such terms and conditions in conformity with law as the Board may
prescribe. (B.C.L. Section 508(e).)

   SECTION 5.5 FIXING RECORD DATE.  The Board or the Chief Executive Officer
may fix, in advance, a date as the record date for the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of
any rights, or for the purpose of any other action.  Such date shall not be
more than sixty nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. (B.C.L. Section 604.)

                                  ARTICLE VI

                   INDEMNIFICATION OF CORPORATION PERSONNEL

   SECTION 6.1 DIRECTORS AND OFFICERS.  The corporation shall, to the
fullest extent permitted by applicable law as the same exists or may hereafter
be in effect, indemnify any person who is or was or has agreed to become a
director or officer of the corporation and who is or was made or threatened to
be made a party to, and may, in its discretion, indemnify, any person who is
or was or has agreed to become a director or officer and is otherwise involved
in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, legislative or investigative, including an
action by or in the right of the corporation to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which such person is serving or has served or has
agreed to serve in any capacity at the request of the corporation, by reason
of the fact that he is or was or has agreed to become a director or officer of
the corporation, or is or was serving or has agreed to serve such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid or to be
paid in settlement, penalties, costs, charges and expenses, including
attorneys' fees, incurred in connection with such action or proceeding or any
appeal thereof; provided, however, that no indemnification shall be provided
to any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his acts were committed in bad faith



                                      11
<PAGE>

or were the result of active and deliberate dishonesty and, in either case,
were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.  The benefits of this Section 6.1 shall extend to the heirs,
executors, administrators and legal representatives of any person entitled to
indemnification under this Section. (B.C.L. Sections 721, 722.)

   SECTION 6.2 OTHER PERSONNEL.  The Board in its discretion may authorize
the corporation to indemnity any person, other than a director or officer, for
expenses incurred or other amounts paid in any civil or criminal action, suit
or proceeding, to which such person was, or was threatened to be, made a party
by reason of the fact that he, his testator or intestate is or was an employee
of the corporation.

   SECTION 6.3 OTHER INDEMNIFICATION.  The corporation may indemnify any
person to whom the corporation is permitted by applicable law or these by-laws
to provide indemnification or the advancement of expenses, whether pursuant to
rights granted pursuant to, or provided by, the New York Business Corporation
Law or any other law or these by-laws or other rights created by  (i) a
resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these by-laws authorize the creation of other rights in any such manner.  The
right to be indemnified and to the reimbursement or advancement of expenses
incurred in defending a proceeding in advance of its final disposition
authorized by this Section 6.3, shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, by-laws, agreement, vote of shareholders or
disinterested directors or otherwise. (B.C.L. Sections 721, 723(c).)

   SECTION 6.4 MISCELLANEOUS.  The right to indemnification conferred by
Section 6.1, and any indemnification extended under Section 6.3, (i) is a
contract right pursuant to which the person entitled thereto may bring suit as
if the provisions thereof were set forth in a separate written contract between
the corporation and such person, (ii) is intended to be retroactive to events
occurring prior to the adoption of this Article VI, to the fullest extent
permitted by applicable law, and (iii) shall continue to exist after the
rescission or restrictive modification thereof with respect to events occurring
prior thereto.


                                  ARTICLE VII

                                 MISCELLANEOUS

   SECTION 7.1 FISCAL YEAR.  The fiscal year of the corporation shall be the
calendar year.

   SECTION 7.2 VOTING OF SHARES OF OTHER CORPORATIONS.  The Board may
authorize any officer, agent or proxy to vote shares of any domestic or foreign
corporation of any type or kind standing in the name of this corporation and
to execute written consents respecting the same, but in the absence of such
specific authorization the Chief Executive Officer of this corporation or his
delegate may vote such shares and may execute proxies and written consents with
relation thereto.



                                      12
<PAGE>

                                 ARTICLE VIII

                                  AMENDMENTS

   SECTION 8.1  GENERAL.  Except as otherwise provided by law, these by-laws
may be amended or repealed or new by-laws may be adopted by the Board of
Directors, or by vote of the holders of the shares at the time entitled to vote
in the election of any directors, except that the Board may not amend or repeal
any by-law, or adopt any new by-law with respect to the subject matter of any
by-law, which specifically states that it may be amended or repealed only by
the shareholders. (B.C.L. Section 601.)

   SECTION 8.2 AMENDMENT OF THIS ARTICLE.  This Article VIII may be amended
or repealed only by the shareholders entitled to vote hereon as provided in
Section 8.1 above.


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