Exhibit
4(e)


Form of Global
Variable Rate Note with Optional Redemption and Repayment 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


	
  

 	
  

 	
  

 
	
 Variable
 Rate Senior Note due

 
	
  

 	
  

 	
  

 
	
 No.

 	
  ($) (if not in

 	
 CUSIP:

 
	
  

 	
 U.S. dollars specify

 	
 ISIN: 

 
	
  

 	
 currency)

 	
  

 



          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 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 herein, 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 the 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 country’s 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
by          prior to the
payment date.”)


          (Interest
on this Note is payable, to the extent permitted by law, at the rate
of          basis points
above the          day
Treasury Bill Rate, such interest rate to be adjusted on the calendar day
following each day Treasury Bill auction, provided that (i) the interest rate
in effect for the period
from          through the
date of the first          -day
Treasury Bill auction after such date shall be based upon the results of the
most recent          -day
Treasury Bill auction prior to such date; and (ii) the interest rate in effect
for the          days
immediately prior to the date on which this Note is scheduled to mature shall
be based upon the results of the most
recent           -day Treasury
Bill auction held prior to
the          day preceding
the date on which this Note is scheduled to mature. The
“          -day Treasury Bill
Rate” shall mean the weighted average per annum discount rate for direct
obligations of the United States with a maturity
of          weeks
(“          -day Treasury
Bills”) expressed as a bond equivalent on the basis of a year of 365 or 366
days and applied on a daily basis at the
applicable          -day
Treasury Bill auction as published by Reuters or any successor service or (if
not so published) as published by the Board of Governors of the Federal Reserve
System or (if not so published) as reported by the Department of the Treasury
or any Federal Reserve Bank or United States Government department or agency.


          In
the event that
the          -day Treasury
Bill Rate ceases to be published or reported as provided above, then the rate
of interest in effect at the time of the last such publication or report will
remain in effect until such time, if any, as such Treasury Bill Rate shall
again be so published or reported.)


          (Provisions,
alternative to those in the two foregoing paragraphs, for the determination of
the interest rate.)


          The
interest rate applicable to
each          will be
determined as promptly as practicable by the Company as described herein and
the Company will furnish the Trustee with an Officers’ Certificate setting
forth the interest rate applicable to
each          promptly after
such rate has been determined. The resulting rate will be rounded to the
nearest five decimal places.


          Additional
provisions of this Note are contained on the reverse hereof and such provisions
shall for all purposes have the same effect as if 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.


2





          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

 	
  

 


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 (Form of
Reverse of Global Note)


AMERICAN
EXPRESS COMPANY


	
  

 	
  

 	
  

 
	
 No.

 	
 Variable
 Rate 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 (other) 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 therein as Variable Rate 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.)


 (REDEMPTION
ALTERNATIVE 1)


          (The
Notes may not be redeemed at the option of the Company
before          . 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 the
redemption price of 100% of the principal amount of the Notes being redeemed,
together with accrued interest to the date fixed for redemption.)


 (REDEMPTION
ALTERNATIVE 2: REDEMPTION AND REPAYMENT OPTION)


          (If
on any date on which
a          -day Treasury Bill
Rate is to be determined, such rate is for any reason not determinable as
provided on the face hereof, (a) the rate of interest in effect at the time
a          -day Treasury Bill
Rate becomes indeterminable shall remain in effect until a
new          -day Treasury
Bill Rate may be determined as provided on the face hereof; (b) the Company, at
its option, may redeem the Notes in whole or from time to time in part, at a
redemption price equal to (insert appropriate redemption prices and table, if
any), together in the case of any such redemption with accrued interest to the
date fixed for redemption, such right of redemption to be exercisable until          ;
(c) the Notes shall be subject to repayment in whole or in part on
any          or          ,
in increments of ($) (if not in U.S. dollars, specify
currency)          or          multiples
of ($) (if not in U.S. dollars, specify currency)          in
excess of ($) (if not in U.S. dollars, specify
currency)          , provided
that the portion of the principal amount of any Note not being repaid shall be
at least ($) (if not in U.S. dollars, specify
currency)          , at the
option of the Holders of Notes, at a price equal to (insert appropriate
repayment prices and table, if any) (the “Repayment Price”), together with
interest payable to the date of repayment, such option to be exercisable
until               ;
and (d) the Company will promptly notify the Holders of Notes to the effect set
forth in (b) and (c) above and deliver an Officers’ Certificate to the Trustee
for the Notes certifying as to its inability to determine
the          -day Treasury
Bill Rate.)


          (This
Note is (also) subject to repayment in whole or in part on
any          or          ,
commencing on          , in
increments of ($) (if not in U.S. dollars, specify
currency)          or
multiples of ($) (if not in U.S. dollars, specify currency) in excess of ($)
(if not in U.S. dollars, specify currency)
         , provided that the
portion of the principal amount of any Note not being repaid shall be at least
($) (if not in U.S. dollars, specify currency)          ,
at the option of the Holder hereof at a price equal to (insert appropriate
repayment prices and table, if any) (the “Repayment Price”), together with
interest payable to the date of repayment.)


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          (Notwithstanding
any other provision of the Indenture, the Holder of any Note so completed and
received shall have the right, which is absolute and unconditional, to receive
payment of the Repayment Price and interest on such Note on
the          or          ,
as the case may be, following the receipt of such form of notice by the Company
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder. In any case where
such          or          shall
not be a Business Day, then (notwithstanding any other provision of the
Indenture or the Notes) payment of the Repayment Price and 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.)


          (For
this Note to be repaid at the option of the Holder, the Company must receive at
its office or agency in the City
of          , or, at the option
of the Holder, at the office or agency of the Company
in          ,           or at such
additional place or places as the Company shall from time to time notify the
Holder of this Note, on or before
the          or          ,
or if
such          or          is
not a Business Day, the next succeeding Business Day, but not earlier than
the          or          prior
to
the          or          on
which the repayment price will be paid (i) this Note, with the form entitled
“Option to Elect Repayment” below duly completed, or (ii) a facsimile
transmission or letter from a member of a national securities exchange or the
Financial Industry Regulatory Authority or a commercial bank or trust company
in the United States of America setting forth the name of the Holder of the
Note, the principal amount of the Note, the amount of such Note to be repaid, a
statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled “Option to Elect
Repayment” on the reverse thereof duly completed will be received by the
Company no later than five (5) Business Days after the date of such facsimile
transmission or letter, and such Note and form duly completed are received by
the Company by such fifth (5th) Business Day. Either form of notice
duly received on or before
the          or          preceding
any
such          or          shall
be irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Notes for repayment will be determined by the
Company, whose determination shall be final and binding.)


          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
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.


          (Insert
any alternate 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 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 all future Holders of this Note and of any Note issued upon the
transfer hereof or in exchange herefor 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.


5





          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
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 such
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.


6





 (FORM
OF OPTION TO ELECT REPAYMENT)


Option
to Elect Repayment


          The
undersigned hereby irrevocably requests and instructs the Company to repay the
within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at


	
  

 
	

 


 
	

 


 
	
 
(Please Print or
 Typewrite Name and Address of the Undersigned)

 



          For
this Note to be repaid the Company must receive at its office or agency in the
City
of          ,          ,
or, at the option of the Holder, at the Office or Agency of the Company in the
Borough of Manhattan, The City of New York, or at such additional place or
places of which the Company shall from time to time notify the Holder of the
within Note, on or before
the            or            ,
or, if such           or          is
not a Business Day, the next succeeding Business Day, but not earlier than
the          or          prior
to (insert provisions with respect to repayment date or dates) (i) this Note
with this “Option to Elect Repayment” form duly completed or (ii) a facsimile
transmission or letter from a member of a national securities exchange or the
Financial Industry Regulatory Authority or a commercial bank or a trust company
in the United States of America setting forth the name of the Holder of the
Note, the principal amount of the Note, the amount of the Note to be repaid, a
statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled “Option to Elect
Repayment” on the reverse of the Note duly completed will be received by the
Company not later than five (5) Business Days after the date of such facsimile
transmission or letter, and such Note and form duly completed are received by
the Company by such fifth (5th) Business Day.


          If
less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be ($) (if not in U.S. dollars,
specify currency)          or an
integral multiple of ($) (if not in U.S. dollars, specify
currency)            in
excess of ($) (if not in U.S. dollars, specify
currency)            which
the Holder elects to have repaid: ($) (if not in U.S. dollars, specify foreign currency)
          and specify the
denomination or denominations (which shall be ($) (if not in U.S. dollars,
specify currency)          or
multiple of ($) (if not in U.S. dollars, specify foreign
currency)          in excess
($) (if not in U.S. dollars, specify
currency)          of the
Note or Notes to be issued to the Holder for the amount of the portion of the
within Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid): ($) (if not in U.S.
dollars, specify currency)
         .


	
  

 	
  

 
	
 Dated:

 	
  

 
	
  

 	

 


 
	
  

 	
 Note: The signature of this Option to Elect
 Repayment must correspond with the name as written upon the face of the Note
 in every particular without alteration or enlargement or any other change
 whatsoever.

 


7