Exhibit 4(h)


Form of Medium Term Senior Global Note,
Series    (Floating Rate)


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 CREDIT CORPORATION 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.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NOTE
 NUMBER

 FLR-

 	
  

 	
 AGENT’S
 NAME

 	
  

 	
  

 	
  

 	
 AMERICAN EXPRESS

 COMPANY

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 PRINCIPAL

 AMOUNT

 $

 	
  

 	
 TRADE DATE

 	
  

 	
 SETTLEMENT
 DATE

 (ORIGINAL ISSUE DATE)

 	
  

 	
 AGENT’S
 COMMISSION

 	
 PRICE 100%
 (Unless

 otherwise indicated)

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 MATURITY
 DATE

 	
  

 	
 CUST NO

 	
  

 	
 INTEREST
 RATE BASIS

 	
  

 	
 TAXPAYER
 ID

 OR SOC SEC NO

 	
 TRANSFERRED

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 
	
 NAME AND
 ADDRESS OF REGISTERED OWNER

 	
 MEDIUM TERM SENIOR

 NOTE, SERIES [   ]

 (FLOATING RATE)

 CONFIRMATION

 TRUSTEE AND

 PAYING AGENT

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 CUSTOMER’S

 COPY

 	
  

 	
 RETAIN FOR TAX

 PURPOSES

 	
  

 	
 THE TIME OF THE TRANSACTION

 WILL BE FURNISHED UPON

 REQUEST OF THE CUSTOMER

 	
 PLEASE SIGN AND RETURN

 ENCLOSED RECEIPT

 	
 SEE REVERSE

 SIDE

 






	
  

 	
  

 
	
 REGISTERED

 	
 PRINCIPAL AMOUNT

 
	
  

 	
 $

 
	
 No. FLR-

 	
  

 
	
  

 	
 CUSIP:

 
	
  

 	
 ISIN:

 


AMERICAN EXPRESS COMPANY


	
  

 	
  

 
	
 INITIAL INTEREST RATE:

 	
 MATURITY: 

 
	
  

 	
  

 
	
 INTEREST RATE BASIS:

 	
 SPREAD: 

 
	
  

 	
  

 
	
 MAXIMUM INTEREST RATE:

 	
 SPREAD MULTIPLIER: 

 
	
  

 	
  

 
	
 MINIMUM INTEREST RATE:

 	
  

 













	
  

 	
  

 
	
 CALCULATION DATES:

 	
  

 
	
  

 	
  

 
	
 CALCULATION AGENT:

 	
  

 
	
  

 	
  

 
	
 CURRENCY

 	
  

 



          AMERICAN
EXPRESS COMPANY, a corporation duly organized and existing under the laws of
the State of New York (herein referred to as the “Company,”) for value received,
hereby promises to pay to CEDE & CO., or registered assigns, at the office or agency
of the Company in
                           ,
the principal amount set forth above on the Maturity Date set forth above, on
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest thereon (computed on the basis of a 360-day year of twelve 30-day
months) from the Original Issue Date set forth above, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for in
arrears on the Interest Payment Dates set forth above, commencing on the first
Interest Payment Date following the Original Issue Date at the rate per annum
determined in accordance with the provisions on the reverse hereof, depending
on the Interest Rate Basis specified above, until the principal hereof is paid
or made available for payment, and at such rate per annum on any overdue
principal and premium and (to the extent that the payment of such interest
shall be legally enforceable) on any overdue installment of interest; provided, however,
that if the Original Issue Date shown above is after a record date and on or
before such Interest Payment Date, interest payments will commence on the next
succeeding Interest Payment Date, as the case may be. The interest so payable
on any Interest Payment Date will, subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at
the close of business on the fifteenth (15th) day preceding such
Interest Payment Date. Payments of principal and interest due at Maturity will
be made in immediately available funds, and interest payable at Maturity will
be payable to the Person to whom principal is payable at Maturity. Interest may
at the option of the Company be paid by check mailed to the person entitled
thereto at such person’s address as it appears on the registry books of the
Company, or by wire transfer to an account maintained by such Person with a
bank located in the United States.


          REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE
HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH AT THIS PLACE.


          This
Note shall not be entitled to any benefit under the Indenture, or be valid or
become obligatory for any purpose until the certificate of authentication
hereon shall have been manually signed by or on behalf of the Trustee under the
Indenture referred to on the reverse hereof.


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          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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AMERICAN EXPRESS COMPANY

FORM OF MEDIUM-TERM GLOBAL NOTE, SERIES

(Floating Rate)


          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 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 Securities designated
as the Medium Term Senior Notes Series         
       (Floating Rates) (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 for determining the Floating Rate.)


          (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 be
redeemed, at the option of the Company, on any date prior to Stated Maturity
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 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 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 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.


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          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.


          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 and for all other purposes, whether or not
this Note is overdue and neither the Company, such Trustee nor any such agent
shall be effected by notice to the contrary.





ABBREVIATIONS


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed
as though they were written out in full according to applicable laws or regulations:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TEN COM

 	
 - as tenants in common

 	
 UNIF GIFT MIN ACT

 	
  

 	
   Custodian

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Cust)

 	
  

 	
 (Minor)

 
	
 TEN ENT

 	
 - as tenants by the
 entireties

 	
                                           Under
 Uniform Gifts to Minors Act

 
	
 JT TEN

 	
 - as joint tenants with right
 of 
  survivorship and not as tenants
  in common

 
	
  

 	
  

 	
  

 	

 


 	
 

 	

 


 
	
  

 	
  

 	
                         (State)

 



          Additional
abbreviations may also be used though not in the above list


5





FOR VALUE RECEIVED, the
undersigned hereby sell(s), assign(s) and transfer(s) unto 


	
  

 	
  

 	
  

 
	
  

 	
 Please Insert Social
 Security or Other

 	
  

 
	
  

 	
 Identifying Number of
 Assignee

 	
  

 
	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Please
 Print or Type Name and Address Including Zip Code of Assignee

 
	
  

 
	

 


 
	
 the within Note and all
 rights thereunder, hereby irrevocably constituting and appointing

 
	
  

 
	
 attorney

 
	

 


 
	
  

 
	

 


 
	
 to transfer such Note on
 the books of American Express Company, with full power of substitution in the
 premises.

 






	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Signature

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 NOTICE: The signature to
 this assignment must correspond with the name as it appears upon the face of
 the Note in every particular, without alteration of enlargement or any change
 whatsoever

 



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