Exhibit 4(a) 


Form of Global Note with Optional Redemption
Provisions


THIS NOTE IS A
GLOBAL NOTE (“GLOBAL NOTE”) WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO AMERICAN EXPRESS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. 


 (Form of Face of Note)


AMERICAN EXPRESS COMPANY


% Senior Note due


	
  

 	
  

 	
  

 
	
 No.

 	
  ($) (if not

 	
 CUSIP: 

 
	
  

 	
 in U.S. dollars

 specify currency)

 	
 ISIN:

 



AMERICAN EXPRESS COMPANY, a New York
corporation (hereinafter called the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum
of          (Dollars) (if not
in U.S. dollars, specify currency) on           , and to pay
interest (computed on the basis of a 360-day year and of twelve 30-day months)
thereon from          or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, on          and          in
each year, commencing           , and
at maturity, at the rate per annum specified in the title of this Note, until
the principal hereof is paid or made available for payment (and, in the case of
a default in the payment of principal or interest, at the rate      % per annum on
such overdue principal and (to the extent that the payment of such interest
shall be legally enforceable) on such overdue interest which shall accrue from
the date of such default to the date payment of such principal or interest has
been made or duly provided for). The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in said
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business
on          or          ,
as the case may be, next preceding such Interest Payment Date. In any case
where such Interest Payment Date shall not be a Business Day, then
(notwithstanding any other provision of said Indenture or the Notes) payment of
such interest need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such date,
and, if such payment is so made, no interest shall accrue for the period from
and after such date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered Holder on
          or          ,
as the case may be, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee for the Notes, notice whereof shall be given to Holders of Notes not
less than ten (10) days prior to such record date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in the City
of          ,          ,
or, at the option of the Holder, at the office or agency of the Company
maintained for that purpose in                               ,
in such coin or currency of the (United States of America) (if foreign currency,
insert relevant country) as at the time of payment is legal tender for 





payment of
public and private debts (if composite currency insert “in units of (composite
currency)”) (if for foreign currency or composite currency, insert the
following language: “equal to the U.S. dollar equivalent thereof determined in
such manner as described on the reverse hereof”) (if holder can elect foreign
currency or composite currency, insert the following language: “( or, if the
holder of the Note shall elect to be paid in the (relevant currency), as
provided below, in (relevant currency)”); provided, however, that at the option
of the Company payment of interest may be made (subject to collection) by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register. 


          (If
holder can elect foreign currency or composite currency, insert the following
language: “The holder may elect to receive payment of the principal of or
interest on this Note in (relevant currency) by filing a written request for
such payment with the corporate trust office of the Trustee, prior to the
relevant Record Date in the case of any payment of interest and at least
fifteen (15) days prior to the due date in the case of payment of principal.
The holder may elect to receive (relevant currency) for all principal and
interest payments and need not file a separate election form for each payment.
Such election shall remain in effect until changed by written notice to the
Trustee prior to the Record Date in the case of payment of interest and at
least fifteen (15) days prior to the due date in the case of payment of
principal”) (if for composite currency, insert the following language: “If the
(composite currency) ceases to be used both within
the          monetary system
and for the settlement of transactions by public institutions of or within the
          communities, then
with respect to each date for the payment of interest or principal of this Note
occurring after the last date on which the (composite currency) was so used,
the U.S. dollar shall be the currency of payment. The U.S. dollar amount to be
paid by the Company to the Trustee and by the Trustee to the holder of this
Note with respect to such payment date shall be the U.S. dollar equivalent of
the (composite currency) as determined           prior to the payment date.”) 


          Additional
provisions of this Note are contained on the reverse hereof and such provisions
shall have the same effect as though fully set forth in this place. 


          Unless
the certificate of authentication hereon has been executed by or on behalf of
the Trustee for the Notes by manual signature, this Note shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.


          IN
WITNESS WHEREOF, AMERICAN EXPRESS COMPANY has caused this instrument to be duly
executed under its corporate seal. 


	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	
  

 	
 AMERICAN EXPRESS COMPANY 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By 

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 President

 
	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
 Secretary

 	
  

 	
  

 



TRUSTEE’S CERTIFICATE


OF AUTHENTICATION 


This is one of
the Securities described 

in the within-mentioned Indenture. 


	
  

 	
  

 	
  

 	
  

 
	
 THE BANK OF
 NEW YORK MELLON

 	
  

 	
  

 
	
 As Trustee

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By 

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
 Authorized Signatory

 	
  

 	
  

 


2









	
  

 
	
  (Form of Reverse of Global Note)

 
	
  

 
	
 AMERICAN EXPRESS COMPANY

 






	
  

 	
  

 
	
 No.

 	
 % Senior Note due

 



          This
Note is one of a duly authorized issue of debentures, notes or other evidences
of indebtedness (hereinafter called the “Securities”) of the Company of the
series hereinafter specified, which series is limited in aggregate principal
amount to ($) (if not in U.S. dollars, specify
currency)          (except as
provided in the Indenture hereinafter mentioned), all such Securities issued
and to be issued under an indenture dated as of August 1, 2007, between the Company
and The Bank of New York Mellon (formerly known as The Bank of New York), as
Trustee, (as supplemented from time to time) (the “Indenture”), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the rights and limitation of rights thereunder of the Holders of
the Securities and of the rights, obligations, duties and immunities of the
Trustee for each series of Securities and of the Company, and the terms upon
which the Securities are and are to be authenticated and delivered. As provided
in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may be
denominated in currencies other than U.S. dollars (including composite
currencies), may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This Note is one of a series of the
Securities
designated          % Senior
Notes due           (the
“Notes”). Additional notes on the same terms and conditions and with the same
CUSIP number as those of the Notes may be issued by the Company without the
consent of the Holders of the Notes. Such further notes shall be consolidated
and form a single series with the Notes. 


          (Insert
provisions regarding payment in other currency if series is not denominated in
U.S. dollars.) 


          (The
Notes may not be redeemed prior to Stated Maturity.) (The Notes may not be
redeemed at the option of the Company prior
to          . On and after
that date and prior to Stated Maturity the Company may, at its option, redeem
the Notes, either as a whole or from time to time in part, at 100% of the
principal amount thereof, together with interest accrued and unpaid thereon to
the Redemption Date.) 


          Notice
of redemption shall be mailed to the registered Holders of the Notes designated
for redemption at their addresses as the same shall appear on the Securities
Register, not less than 30 days nor more than 60 days prior to the Redemption
Date, subject to all the conditions and provisions of the Indenture. 


          In
the event of redemption of this Note in part only, a new Note or Notes for the
amount of the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof. 


          (Insert
any alternative redemption provisions.) 


          (The
Indenture contains provisions for defeasance and discharge (at the Company’s
option) of (either) the entire principal of all the Securities of any series or
of certain covenants in the indenture upon compliance by the Company with
certain conditions set forth therein.) 


          If
an Event of Default with respect to the Notes, as defined in the Indenture,
shall occur and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.


          The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of each
series affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities of any series at the time Outstanding, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture 


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and their
consequences with respect to such series. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the transfer hereof
or in exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note. 


          No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed. 


          As
provided in the Indenture and subject to certain limitations therein set forth,
this Note is transferable on the Securities Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company to be maintained for that purpose in the City
of          ,          ,
or, at the option of the Holder, at the office or agency of the Company to be
maintained for that purpose
in          , or at any other
office or agency of the Company maintained for that purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. 


          (Transfer
of this Note will automatically transfer the warrant to purchase debt
securities attached hereto (until the Detachable Date as set forth in the
warrant)). 


          The
Notes are issuable only in registered form without coupons in denominations of
($) (if not in U.S. dollars, specify currency)
          and any multiple of
($) (if not in U.S. dollars, specify
currency)          . As
provided in the Indenture and subject to certain limitations therein set forth,
Notes are exchangeable for a like aggregate principal amount of Notes of a like
tenor and of a different authorized denomination, as requested by the Holder
surrendering the same. 


          No
service charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with the registration of such transfer or
exchange, other than certain exchanges not involving any transfer. 


          Certain
terms used in this Note that are defined in the Indenture have the meanings set
forth therein. 


          This
Note shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York.


          The Company, the Trustee for the Notes and
any agent of the Company or such Trustee may treat the Person in whose name
this Note is registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note
be overdue, and neither the Company, such Trustee nor any such agent shall be
affected by notice to the contrary. 


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