Exhibit
4(c)


Form of Original
Issue Discount 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


          FOR PURPOSES
OF SECTION 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THE ISSUE DATE IS
20     , THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
($)     PER ($)     OF
PRINCIPAL, THE YIELD TO MATURITY IS     %, AND (THERE
WAS NO INITIAL SHORT ACCRUAL PERIOD) (THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
ALLOCATED TO THE INITIAL SHORT ACCRUAL PERIOD
FROM     TO     IS
($)        PER
($)     OF PRINCIPAL AND THE        METHOD
WAS USED TO DETERMINE THIS AMOUNT. 


	
  

 	
  

 	
  

 
	
 %
 Senior Note due

 
	
  

 	
  

 	
  

 
	
 No.

 	
  ($) (if not in

 	
 CUSIP:

 
	
  

 	
 U.S. dollars

 	
 ISIN:

 
	
  

 	
 specify 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 (computed on the basis of a 360-day year 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.


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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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  (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)                    at
Stated Maturity (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               %
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 be redeemed,
at the option of the Company, on any date prior to their 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, an amount of principal equal to the sum of (i)
the initial public offering price of the Notes, (ii) the aggregate of the
portions of the original issue discount that shall be added cumulatively
each               and               ,
computed as provided in the Indenture, and (iii) accrued amortization of
original issue discount from the
preceding               or               ,
as the case may be, to the date of declaration, may be declared, and upon such
declaration shall become, due and payable in the manner, with the effect, and
subject to the conditions provided in the Indenture. Upon payment of such
amount, all of the Company’s obligations in respect of the principal of this
Note shall terminate.


          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 


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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 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 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.


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