Exhibit
4(b)


Form of Global
Debenture with Optional Redemption and Sinking Fund 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.

 	
  (S) (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 by
a          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 if set forth at 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

 	
  

 


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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)                         (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 specification of the rights and limitation of rights thereunder of
the Holders of the Securities and 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
as          % 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 at the option of the
Company prior
to                         ,
except as stated below. 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 following Redemption Prices (expressed in percentages of
the principal amount thereof) together with interest accrued and unpaid thereon
to the Redemption Date:


          IF
REDEEMED DURING THE 12-MONTH PERIOD BEGINNING


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Year

 	
  

 	
 Redemption

 Price

 	
  

 	
 Year

 	
  

 	
 Redemption

 Price

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 



          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.


          (Insert
alternate or additional optional redemption provisions)


          (The
Notes are also subject to redemption, through the operation of the sinking fund
as herein provided on               and on                         each               thereafter
to and
including                         on
notice as set forth above and at 100% of the principal amount thereof (the
sinking fund redemption price), together with accrued interest co the
Redemption Date.


          As
and for a sinking fund for the retirement of the Notes and so long as any of
the Notes remain outstanding and unpaid, the Company will pay to the Trustee
for the Notes in cash, or if the Company is acting as its own Paying Agent,
segregate and hold in trust, as provided in the Indenture (subject to the right
to deliver certain Notes in credit therefor as in the Indenture provided ), on
or before             and
on or before                         in
each year thereafter to and
including                         an
amount sufficient to redeem ($) (if not in U.S. dollars
specify                              currency)                                   principal
amount of the Notes (or such lesser amount equal to the principal amount then
Outstanding) at the sinking fund redemption price.


          At
its option the Company may pay into the sinking fund for the retirement of
Notes, in cash except as provided in the Indenture, on or
before                    
and on or
before                    in
each year thereafter to and
including                                   ,
an amount sufficient to redeem an additional principal amount of Notes up to
but


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not to exceed ($) (if not in U.S. dollars specify
currency)                                        at
the sinking fund redemption price. To the extent that the right to such
optional sinking fund payment is not exercised in any year, it shall not be
cumulative or carried forward to any subsequent year.)


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


          (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 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 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.


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          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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