Exhibit
4(g) 


Form of Medium
Term Senior Global Note, Series     (Fixed 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 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.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NOTE
 NUMBER

	
AGENT’S
 NAME

	
AMERICAN
 EXPRESS


	
FXR-

	
 

	
COMPANY


	


	


	



	
PRINCIPAL
 

	
TRADE DATE

	
SETTLEMENT
 DATE

	
AGENT’S
 COMMISSION

	
  PRICE


	
AMOUNT
 $

	
 

	

(ORIGINAL
 ISSUE DATE)

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	


	


	


	


	



	
MATURITY
 DATE

	
CUST NO

	
SECURITY
 PACIFIC’S

	
INTEREST
 RATE

	
TAXPAYER
 ID 

	
TRANSFERRED


	
 

	
 

	
TICKET NO

	
BASIS

	
OR SOC SEC
 NO

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	



	
NAME AND
 ADDRESS OF REGISTERED OWNER

	
MEDIUM TERM SENIOR


	
 

	
NOTE, SERIES [     ]


	
 

	
(FIXED 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

	
 

	
CURRENCY


	
 

	
AMOUNT

	
 

	
CUSIP:


	
 

	
 

	
 

	
ISIN:


	
No. FXR-

	
 

	
 


	
 

	
AMERICAN
 EXPRESS COMPANY

	
 


	
INTEREST
 RATE

	
MATURITY

	
ORIGINAL ISSUE DATE


	
[terms
 to be inserted if this note is of original discount or zero coupon form]





          AMERICAN
EXPRESS COMPANY, a corporation duly organized and existing under the laws 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 shown above, in 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) at the rate per annum shown above until the principal hereof is paid or
duly 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. The
Company will pay interest semi-annually
on              and             , commencing
with
the            or            following
the Original Issue Date shown above and on the Maturity Date shown above; provided, however,
that if the Original 






Issue Date shown above is after
            and on
or before the immediately
following             or
after              
and on or before the immediately following
            ,
interest payments will commence on the next succeeding
               
or
               ,
as the case may be. Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid, from the Original Issue Date shown above until
the principal hereof has been paid or made available for payment. The interest
so payable on any              or
              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 first (1st) day of the calendar month
preceding such
              
or            .
Payments of principal and interest due at Stated Maturity will be made in
immediately available funds, and interest payable at Stated Maturity will be
payable to the Person to whom principal is payable at Stated Maturity. Interest
may at the option of the Company be paid by check mailed to the person entitled
thereto in 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 HAVE THE SAME EFFECT AS THOUGH FULLY 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.


          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






AMERICAN
EXPRESS COMPANY

FORM OF MEDIUM-TERM GLOBAL NOTE, SERIES

(Fixed 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 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 (Fixed Rate) (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 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.


          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 


3






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 affected 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

	

	

	

	
 


	
JT TEN

	
 

	
-as joint tenants with right of

 survivorship and not as tenants in

 common

	

	

	

	
Under Uniform Gifts to Minors Act 


	

	

	

	

	

	

	


	
 

	
 

	
 

	

	

	

	



	
 

	
 

	
 

	

	

	

	
(State)





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


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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





5