Exhibit 4(d) 


Form of Global Zero Coupon Note with Optional
Redemption Provision


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. 


Zero Coupon 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
          . The principal of
this Note shall not bear interest except in the case of a default in payment of
principal upon acceleration, redemption or Stated Maturity; in such case the
overdue principal of this Note shall bear interest at the rate
of     % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date
of such default in payment of principal upon acceleration, redemption or Stated
Maturity to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable upon demand and shall
be computed on the basis of a 360-day year of twelve 30-day months. Payment of
the principal (and premium, if any) of and any such 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          .
All such payments shall be made 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)”). 





          (If
holder can elect foreign currency or composite currency, insert the following
language: “The holder may elect to receive payment of the principal of this
Note in (relevant currency) by filing a written request for such payment with
the corporate trust office of the Trustee, at least fifteen (15) days prior to
the due date 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 fifteen (15) days prior to the due
date 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.”) 


          Additional
provisions of this Note are contained on reverse hereof, and such provisions
shall 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. 


          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


Zero Coupon Senior Note due


No.


          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 the Securities of each series and the
Company, and the terms upon which the Securities are and are to be authenticated
and delivered. 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. This Note is one of a series of Securities
designated as the Zero Coupon 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 foreign 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.) 


          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 thirty (30) nor more than sixty (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 or 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 of Securities 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 


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Indenture and
their consequences. 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 the interest on overdue
principal of 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,
the 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 exchange or transfer
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 be overdue, and
neither the Company, such Trustee nor any such agent shall be affected by
notice to the contrary. 


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