Exhibit (4)(l)


	
  

 
	
 The
 Depository Trust Company

 
	
 A
 subsidiary of The Depository Trust & Clearing Corporation

 
	
  

 
	
 MEDIUM-TERM
 NOTE – MASTER NOTE

 






	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 (Date
 of Issuance)

 


American Express Credit Corporation (“Issuer”), a corporation organized and existing under the laws of the State of Delaware, for value received, hereby
promises to pay to Cede & Co. or its registered assigns (i) on each
principal payment date, including each amortization date, redemption date, repayment
date, maturity date, and extended maturity date as applicable, of each
obligation identified on the records of Issuer (which records are maintained
by The Bank of New York Mellon (“Paying Agent”)) as being evidenced by this Master Note, the principal amount
then due and payable for each such obligation, and (ii) on each interest
payment date, if any, the interest then due and payable on the principal amount
for each such obligation. Payment shall be made by wire transfer of United
States dollars to the registered owner, or in immediately available funds or
the equivalent to a party as authorized by the registered owner and in the
currency other than United States dollars as provided for in each obligation,
by Paying Agent without the necessity of presentation and surrender of this
Master Note. 


          REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE
REVERSE HEREOF. 


          This
Master Note is a valid and binding obligation of Issuer.


IN WITNESS WHEREOF, Issuer
has caused this instrument to be duly executed under its corporate seal. 


ATTEST: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
American Express Credit Corporation
 
	

 


 	
  

 	
  

 	

 


 
	
 (Signature)

 	
  

 	
  

 	
 (Issuer)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Authorized
 Signature)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 The Bank of New York Mellon

 
	
  

 	
  

 	
  

 	

 


 
	
 [Seal]

 	
  

 	
  

 	
 (Trustee)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Authorized
 Signature)

 



 







(Reverse Side of Note)


	
  

 	
  

 
	
 This Master note evidences
 indebtedness of Issuer of a single Series                  InterNotes®                  and Rank 

 
	
  

 	
 (Series Designator)

 






	
  

 	
  

 
	
 direct, unsecured, senior obligations ranking equally
         with Issuer’s
 (the “Debt Obligation”), all other senior unsecured debt

 
	
  

 	
 (Secured/Unsecured /Senior/
 Junior/Subordinated/Unsubordinated)

 


issued
or to be issued under and pursuant to an Indenture dated as of
        June 9, 2006, as amended (the “Indenture”), duly executed and
delivered by Issuer to The Bank of New York Mellon, as trustee (“Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, duties, and immunities thereunder of
Trustee and the rights thereunder of the holders of the Debt Obligations. As
provided in the Indenture, the Debt Obligations may mature at different times,
may bear interest, if any, at different rates, may be subject to different
redemption and repayment 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. The Debt Obligations aggregated with any other indebtedness of
Issuer of this Series are limited (except, as provided in the Indenture) to the
principal amount of $ unlimited designated as InterNotes® of
Issuer Due 9 months or more From Date of Issue. 


          No
reference herein to the Indenture and no provision of this Master Note or of
the Indenture shall alter or impair the obligation of Issuer, which is absolute
and unconditional to pay the principal of, premium, if any, and interest, if
any, on each Debt Obligation at the times, places, and rates, and in the coin
or currency, identified on the records of Issuer. 


          At
the request of the registered owner, Issuer shall promptly issue and deliver
one or more separate note certificates evidencing each Debt Obligation
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the Debt Obligations which are evidenced thereby shall
no longer be evidenced by this Master Note. 


	
  

 
	

 


 




FOR VALUE RECEIVED, the
undersigned hereby sells, assigns, and transfers unto 


	
  

 
	
___________________________________________________________________________________________

 
	
 (Name,
 Address, and Taxpayer Identification Number of Assignee)

 



the Master Note and all
rights thereunder, hereby irrevocably constituting and appointing
_____________________ attorney to transfer said Master Note on the books of
Issuer with full power of substitution in the premises. 


	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 (Signature)

 
	
  

 	
  

 	
  

 
	
 Signature(s) Guaranteed:

 	
  

 	
 NOTICE:
 The signature on this assignment must correspond with the name as written
 upon the face of this Master Note, in every particular, without alteration or
 enlargement or any change whatsoever.

 
	
  

 	
  

 	
  

 
	

 

 

 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name 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. 





AMERICAN
EXPRESS CREDIT CORPORATION


RIDER
TO MASTER NOTE DATED        , 20


AMERICAN
EXPRESS CREDIT CORPORATION INTERNOTES®


                    This
rider forms a part of and is incorporated into the Master Note dated     , 20   of
American Express Credit Corporation (the “Company”) registered in the name of
Cede & Co., or its registered assigns, evidencing the Company’s InterNotes®
(the “Notes”). 


                    REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF SUCH MASTER NOTE (TOGETHER WITH
THIS RIDER HEREIN REFERRED TO AS THIS “MASTER NOTE”) SET FORTH IN THE
RECORDS OF THE COMPANY MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE
PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE 18, 2012 AND PROSPECTUS
DATED JUNE 18, 2012 RELATING TO EACH ISSUANCE OF NOTES, AS FILED BY THE
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH HEREIN. 


                    THIS
MASTER NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 


	
  

 	
  

 
	

 


 	
  

 
	
 InterNotes® is a registered servicemark of Incapital
 Holdings LLC

 


1





OPTION
TO ELECT REPAYMENT


          The
undersigned hereby irrevocably requests and instructs the Company to repay
$_____________ principal amount of the Notes, pursuant to their terms, at a
price equal to 100% of the principal amount to be repaid, together with
interest to the date fixed for repayment, to the undersigned at: 


	
  

 
	

 


 
	

 


 
	

 


 
	

 


 
	
  

 
	
 (Please Print or Type Name and Address of the Undersigned)

 



and to issue
to the undersigned, pursuant to the terms of the Indenture, new Notes
representing the remaining principal amount of Notes not repaid. 


          For
this Option to Elect Repayment to be effective, the Option to Elect Repayment
duly completed must be received by the Paying Agent in the Borough of Manhattan,
the City and State
of New York, located
initially at 101 Barclay Street - Floor 8W, New York, NY 10286, at least 30
days but not more than 60 days prior to the date fixed for repayment. 


          If
less than the entire principal amount of Notes is to be repaid, specify the
portion thereof (which shall be increments of U.S.$1,000 provided that any
remaining principal hereof shall be at least U.S.$1,000) which the Holder
elects to have repaid and specify the denomination or denominations (which shall
be at least U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof)
of the Notes to be issued to the Holder for the portion of the Notes not being
repaid (in the absence of any such specification, the Notes will be issued for
the portion not being repaid): 


Dated:
_______________________ 


[Signature
page follows]


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 Signature: 

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Note: The
 signature to this Option to Elect Repayment must correspond with the name as
 written upon the face of the within Note in every particular without
 alteration or enlargement or any change whatsoever. 

 


[Signature Page to the Master Global Note]