|                                                                                          
|------------------------------------------------------------------------------------------
|UNITED STATES                                                                             
|SECURITIES AND EXCHANGE COMMISSION                                                        
|Washington, D.C. 20549                                                                    
|FORM
 10-Q/A                                                                              
|Amendment
 No. 1 to Form 10-Q                                                             
|                                                                                          
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934 
|                                                                                          
|For
 the quarterly period ended March 31, 2009                                            
|                                                                                          
|OR                                                                                        
|                                                                                          
|oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
|                                                                                          
|For
 the transition period from ____ to ____                                              
|                                                                                          
|Commission
 File No. 1-6908                                                               
|                                                                                          
|AMERICAN
 EXPRESS CREDIT CORPORATION                                                      
|(Exact
 name of registrant as specified in its charter)                                   

|                                                                                 |  |                                      
|-------------------------------------------------------------------------------- |  | -------------------------------------
|Delaware                                                                         |  | 11-1988350                           
|(State
 or other jurisdiction of
 incorporation or organization)                 |  | (I.R.S.
 Employer Identification No.)
|                                                                                 |  |                                      
|One
 Christina Centre, 301 North Walnut Street
 Suite 1002, Wilmington, Delaware |  | 19801-2919                           
|(Address
 of principal executive offices)                                        |  | (Zip
 Code)                          

Registrants telephone
number including area code: (302) 594-3350

|                                                                                    
|------------------------------------------------------------------------------------
|None                                                                                
|                                                                                    
|(Former
 name, former address and former fiscal year, if changed since last report.)

THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT IN ACCORDANCE WITH THE
REDUCED DISCLOSURE FORMAT PERMITTED UNDER GENERAL INSTRUCTIONS H(2).

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

xYesoNo

Indicate by a check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).o Yes
o No

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.

|                         |                           
|------------------------ | --------------------------
|Large accelerated filero | Accelerated filero        
|Non-accelerated filerx   | Smaller reporting companyo

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).oYesxNo

Indicate the number of
shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date.

|                                         |  |                            | 
|---------------------------------------- |  | -------------------------- | 
|Class                                    |  | Outstanding at May 8, 2009 | 
|                                         |  |                            | 
|Common Stock (par value
 $.10 per share) |  | 1,504,938 Shares           | 

---



AMERICAN EXPRESS
CREDIT CORPORATION

FORM
10-Q/A

INDEX

|                 |                       |                                                                                                       |  |         
|---------------- | --------------------- | ----------------------------------------------------------------------------------------------------- |  | --------
|                 |                       |                                                                                                       |  | Page No.
|                 |                       |                                                                                                       |  |         
|EXPLANATORY NOTE |                       | 3                                                                                                    
|                 |                       |                                                                                                       |  |         
|PART I.          | FINANCIAL INFORMATION |                                                                                                       | 
|                 |                       |                                                                                                       |  |         
|                 | Item 1.               | Financial Statements                                                                                  |  |         
|                 |                       |                                                                                                       |  |         
|                 |                       | Consolidated Statements of Income and Retained Earnings  Three
 months ended March 31, 2009 and 2008 |  | 5       
|                 |                       |                                                                                                       |  |         
|                 |                       | Consolidated Balance Sheets  March 31, 2009 and December 31, 2008                                    |  | 6       
|                 |                       |                                                                                                       |  |         
|                 |                       | Consolidated Statements of Cash Flows  Three months ended March 31,
 2009 and 2008                   |  | 7       
|                 |                       |                                                                                                       |  |         
|                 |                       | Notes to Consolidated Financial Statements                                                            |  | 8       
|                 |                       |                                                                                                       |  |         
|                 | Item 2.               | Managements Discussion and Analysis of
 Financial Condition and Results of Operations                |  | 17      
|                 |                       |                                                                                                       |  |         
|                 | Item 4.               | Controls and Procedures                                                                               |  | 30      
|                 |                       |                                                                                                       | 
|PART II.         | OTHER INFORMATION     |                                                                                                       | 
|                 |                       |                                                                                                       |  |         
|                 | Item 1A.              | Risk Factors                                                                                          |  | 32      
|                 |                       |                                                                                                       |  |         
|                 | Item 6.               | Exhibits                                                                                              |  | 32      
|                 |                       |                                                                                                       |  |         
|                 |                       | Signatures                                                                                            |  | 33      
|                 |                       |                                                                                                       |  |         
|                 |                       | Exhibit Index                                                                                         |  | E-1     

2

---



Table of Contents

AMERICAN
EXPRESS CREDIT CORPORATION

EXPLANATORY
NOTE

American
Express Credit Corporation (Credco) is filing this amendment to its Quarterly
Report on Form 10-Q (Form 10-Q/A) for the period ended March 31, 2009 in order
to reflect the restatement of its Consolidated Financial Statements and other
financial information as of and for the three months ended March 31, 2009 and
2008. The restatement has no effect on Credcos net cash flows provided
by (used in) operating activities, investing activities and financing activities.
All dollar amounts and percentages herein have been adjusted for the effect of
the restatement adjustments.

The
restatement is the result of the correction of a non-cash error in the
accounting for a net investment in a consolidated foreign subsidiary that
stemmed from a funding structure executed in 2004. In the course of preparing
the financial statements for the third quarter of 2009, an error was identified
in the initial set up of this structure in Credcos subsidiary ledgers that
caused an incorrect automated bookkeeping entry to be recorded beginning in the
third quarter of 2007 when a portion of the funding for this net investment was
refinanced. As a result of this incorrect automated bookkeeping entry, (i)
other revenues in Credcos Consolidated Statements of Income and (ii) accrued
interest and other liabilities, retained earnings and the foreign currency
translation adjustments account included in the accumulated other comprehensive
income (loss) component of shareholders equity in Credcos Consolidated
Balance Sheets were incorrect beginning in the third quarter of 2007.

The
restatement also includes the impact of (i) certain other unrelated immaterial
errors primarily impacting income tax provision in Credcos Consolidated
Statements of Income and (ii) the correction of an asset line item reclassification
affecting cardmember receivables and due from affiliates in Credcos Consolidated
Balance Sheets.

The effect of
the error in the accounting for a net investment in a consolidated foreign
subsidiary, together with the unrelated immaterial errors affecting the income
tax provision, resulted in an understatement of net income for fiscal year 2008
and 2007 by $119 million (from $745 million to $864 million, as restated) and
$5 million (from $720 million to $725 million, as restated), respectively. The
correction of the errors resulted in an increase in our ratio of earnings to
fixed charges from 1.50 to 1.62 (as restated) for fiscal year 2008 and no
change to our ratio of earnings to fixed charges of 1.38 for fiscal year 2007.
The effect of these errors also resulted in an overstatement of net income for
the three month periods ended March 31, 2009 and March 31, 2008 by $9 million
(from $144 million to $135 million, as restated) and $2 million (from $154
million to $152 million, as restated), respectively. The correction of the
errors resulted in an increase in our ratio of earnings to fixed charges from
1.78 to 1.81 (as restated) for the three month period ended March 31, 2009 and
no change to this ratio of 1.37 for the three month period ended March 31,
2008.

Notes 1, 4, 5 and
6 to the Consolidated Financial Statements and Managements Discussion
and Analysis of Financial Condition and Results of Operations  Restatement
included herein also contain information regarding the nature and impact of the
restatement.

For the
convenience of the reader, this 10-Q/A sets forth the Quarterly Report on Form
10-Q in its entirety. Other than amending the disclosures relating to the
restatement in the items discussed below, no attempt has generally been made in
this 10-Q/A to amend or update other disclosures presented in the original
10-Q. Among other things, forward-looking statements made in the original 10-Q
have not been revised to reflect events that occurred or facts that became
known to Credco after the filing of the Original 10-Q, and such forward-looking
statements should be read in their historical context. Accordingly this 10-Q/A
should be read in conjunction with Credcos filings with the Securities and
Exchange Commission (SEC) subsequent to the filing of the original 10-Q.

The following
items of the original Form 10-Q are being amended in this Form 10-Q/A as a
result of this restatement:

3

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Table of Contents

AMERICAN
EXPRESS CREDIT CORPORATION

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Part I 
 Item 1  Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Part I 
 Item 2  Managements Discussion and Analysis of Financial Condition and
 Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Part I 
 Item 4  Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Part II 
 Item 6 - Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  | As reported
 in American Express Companys Quarterly Report on Form 10-Q for the period
 ending September 30, 2009, American Express Company determined that the impact
 of the incorrect accounting was not material to its financial statements in
 any of the quarterly or annual periods in which it occurred. American Express
 Company also determined that the restatement by Credco would have no impact
 on, and would not require amendment of, any of American Express Companys
 financial statements and related disclosures previously filed with the SEC.

4

---



Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CONSOLIDATED
STATEMENTS OF INCOME
AND RETAINED EARNINGS(Millions)
(Unaudited)

|                                                                         |  |                               |       |          |   |       |  
|------------------------------------------------------------------------ |  | ----------------------------- | ----- | -------- | - | ----- | -
|                                                                         |  | Three Months Ended
 March 31, |      
|                                                                         |  | 2009                          |       | 2008     |  
|                                                                         |  |                               |       |          |  
|                                                                         |  | Restated                      |       | Restated |  
|                                                                         |  |                               |       |          |   |       |  
|                                                                         |  |                               |       |          |   |       |  
|Revenues                                                                 |  |                               |       |          |   |       |  
|                                                                         |  |                               |       |          |   |       |  
|Discount revenue earned from purchased
 cardmember receivables and loans |  | $                             | 208   |          | $ | 654   |  
|Interest income from affiliates                                          |  |                               | 114   |          |   | 188   |  
|Interest income from investments                                         |  |                               | 32    |          |   | 72    |  
|Finance revenue                                                          |  |                               | 13    |          |   | 15    |  
|Other                                                                    |  |                               | 33    |          |   |      |  
|                                                                         |  |                               |       |          |   |       |  
|Total revenues                                                           |  |                               | 400   |          |   | 929   |  
|                                                                         |  |                               |       |          |   |       |  
|                                                                         |  |                               |       |          |   |       |  
|Expenses                                                                 |  |                               |       |          |   |       |  
|                                                                         |  |                               |       |          |   |       |  
|Provisions for losses, net of recoveries                                 |  |                               | 48    |          |   | 248   |  
|Interest expense                                                         |  |                               | 174   |          |   | 377   |  
|Interest expense to affiliates                                           |  |                               | 21    |          |   | 83    |  
|Service fees to affiliates                                               |  |                               |      |          |   | 51    |  
|Other                                                                    |  |                               |      |          |   | 1     |  
|                                                                         |  |                               |       |          |   |       |  
|Total expenses                                                           |  |                               | 243   |          |   | 760   |  
|                                                                         |  |                               |       |          |   |       |  
|                                                                         |  |                               |       |          |   |       |  
|Pretax income                                                            |  |                               | 157   |          |   | 169   |  
|Income tax provision                                                     |  |                               | 22    |          |   | 17    |  
|                                                                         |  |                               |       |          |   |       |  
|Net income                                                               |  |                               | 135   |          |   | 152   |  
|Retained earnings at beginning of period                                 |  |                               | 3,446 |          |   | 3,162 |  
|Dividends                                                                |  |                               | (75   | )        |   | (125  | )
|                                                                         |  |                               |       |          |   |       |  
|Retained earnings at end of period                                       |  | $                             | 3,506 |          | $ | 3,189 |  
|                                                                         |  |                               |       |          |   |       |  

See Notes to Consolidated Financial
Statements.

5

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
BALANCE SHEETS(Millions, except share data)
(Unaudited)

|                                                                                                      |  |                 |        |                    |   |        |  
|----------------------------------------------------------------------------------------------------- |  | --------------- | ------ | ------------------ | - | ------ | -
|                                                                                                      |  | March 31,
 2009 |        | December 31,
 2008 |  
|                                                                                                      |  |                 |        |                    |  
|                                                                                                      |  | Restated        |        | Restated           |  
|                                                                                                      |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Assets                                                                                                |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Cash and
 cash equivalents                                                                            |  | $               | 8,944  |                    | $ | 8,855  |  
|Cardmember receivables, less reserves:
 2009, $169; 2008, $204                                        |  |                 | 8,377  |                    |   | 10,655 |  
|Cardmember loans, less reserves: 2009, $15;
 2008, $14                                                |  |                 | 443    |                    |   | 484    |  
|Loans to affiliates                                                                                   |  |                 | 8,983  |                    |   | 11,726 |  
|Investment securities                                                                                 |  |                 | 3,066  |                    |   | 3,084  |  
|Deferred charges and other assets                                                                     |  |                 | 665    |                    |   | 801    |  
|Due from affiliates                                                                                   |  |                 | 3,644  |                    |   | 3,660  |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total assets                                                                                          |  | $               | 34,122 |                    | $ | 39,265 |  
|                                                                                                      |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Short-term debt                                                                                       |  | $               | 1,963  |                    | $ | 7,367  |  
|Short-term debt to affiliates                                                                         |  |                 | 9,390  |                    |   | 8,317  |  
|Current portion of long-term debt                                                                     |  |                 | 4,353  |                    |   | 5,201  |  
|Long-term debt                                                                                        |  |                 | 14,763 |                    |   | 14,809 |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total debt                                                                                            |  |                 | 30,469 |                    |   | 35,694 |  
|Accrued interest and other liabilities                                                                |  |                 | 573    |                    |   | 538    |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total liabilities                                                                                     |  |                 | 31,042 |                    |   | 36,232 |  
|                                                                                                      |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Shareholders Equity                                                                                  |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Common stock, $.10 par value, authorized 3
 million shares; issued and outstanding 1.5 million shares |  |                 | 1      |                    |   | 1      |  
|Capital surplus                                                                                       |  |                 | 161    |                    |   | 161    |  
|Retained earnings                                                                                     |  |                 | 3,506  |                    |   | 3,446  |  
|Accumulated other comprehensive income
 (loss), net of tax:                                           |  |                 |        |                    |   |        |  
|Net unrealized securities gains, net of
 tax: 2009, $(11); 2008, $(15)                                |  |                 | 21     |                    |   | 28     |  
|Net unrealized derivatives losses, net of
 tax: 2009, $13; 2008, $19                                  |  |                 | (22    | )                  |   | (35    | )
|Foreign currency translation adjustments,
 net of tax: 2009, $17; 2008, $13                           |  |                 | (587   | )                  |   | (568   | )
|                                                                                                      |  |                 |        |                    |   |        |  
|Total accumulated other comprehensive loss                                                            |  |                 | (588   | )                  |   | (575   | )
|                                                                                                      |  |                 |        |                    |   |        |  
|Total shareholders equity                                                                            |  |                 | 3,080  |                    |   | 3,033  |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total liabilities and shareholders equity                                                            |  | $               | 34,122 |                    | $ | 39,265 |  
|                                                                                                      |  |                 |        |                    |   |        |  

See Notes to Consolidated Financial
Statements.

6

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
STATEMENTS OF CASH FLOWS(Millions)
(Unaudited)

|                                                                                   |  |                               |        |      |   |        |  
|---------------------------------------------------------------------------------- |  | ----------------------------- | ------ | ---- | - | ------ | -
|                                                                                   |  | Three Months Ended
 March 31, |       
|                                                                                   |  | 2009                          |        | 2008 |  
|                                                                                   |  |                               |        |      |  
|Cash Flows from Operating Activities                                               |  |                               |        |      |   |        |  
|Net income
 (restated)                                                             |  | $                             | 135    |      | $ | 152    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |                               |        |      |   |        |  
|Provisions for losses                                                              |  |                               | 68     |      |   | 290    |  
|Amortization and other                                                             |  |                               | 7      |      |   | 3      |  
|Deferred taxes                                                                     |  |                               | 53     |      |   | (9     | )
|Changes in operating assets and
 liabilities:                                      |  |                               |        |      |   |        |  
|Due from affiliates                                                                |  |                               | 141    |      |   | (21    | )
|Other operating assets and liabilities
 (restated)                                 |  |                               | 265    |      |   | 184    |  
|                                                                                   |  |                               |        |      |   |        |  
|Net cash provided by operating activities                                          |  |                               | 669    |      |   | 599    |  
|                                                                                   |  |                               |        |      |   |        |  
|Cash Flows from Investing Activities                                               |  |                               |        |      |   |        |  
|Net decrease in cardmember receivables and
 loans (restated)                       |  |                               | 2,133  |      |   | 1,505  |  
|Purchase of investments                                                            |  |                               |       |      |   | (201   | )
|Maturities of investments                                                          |  |                               |       |      |   | 200    |  
|Net decrease (increase) in loans to
 affiliates                                    |  |                               | 2,628  |      |   | (165   | )
|Net increase in due from affiliates
 (restated)                                    |  |                               | (125   | )    |   | (1,741 | )
|                                                                                   |  |                               |        |      |   |        |  
|Net cash provided by (used in) investing
 activities                               |  |                               | 4,636  |      |   | (402   | )
|                                                                                   |  |                               |        |      |   |        |  
|Cash Flows from Financing Activities                                               |  |                               |        |      |   |        |  
|Net increase in short-term debt to
 affiliates                                     |  |                               | 1,074  |      |   | 3,205  |  
|Net (decrease) increase in short-term debt                                         |  |                               | (5,404 | )    |   | 3,546  |  
|Redemption of long-term debt                                                       |  |                               | (808   | )    |   | (2,201 | )
|Dividends paid                                                                     |  |                               | (75    | )    |   | (125   | )
|                                                                                   |  |                               |        |      |   |        |  
|Net cash (used in) provided by financing
 activities                               |  |                               | (5,213 | )    |   | 4,425  |  
|                                                                                   |  |                               |        |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                      |  |                               | (3     | )    |   | 1      |  
|Net increase in cash and cash equivalents                                          |  |                               | 89     |      |   | 4,623  |  
|Cash and cash equivalents at beginning of
 period                                  |  |                               | 8,855  |      |   | 2,925  |  
|                                                                                   |  |                               |        |      |   |        |  
|Cash and cash equivalents at end of period                                         |  | $                             | 8,944  |      | $ | 7,548  |  
|                                                                                   |  |                               |        |      |   |        |  

See Notes to Consolidated Financial
Statements.

7

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Restated
 Financial Results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | American Express Credit
 Corporation (Credco) is filing this amendment to its Quarterly Report on Form
 10-Q (Form 10-Q/A) for the period ended March 31, 2009 in order to reflect
 the restatement of its Consolidated Financial Statements and other financial
 information as of and for the three months ended March 31, 2009 and 2008. The
 restatement has no effect on Credcos net cash flows provided by (used
 in) operating activities, investing activities and financing activities. All
 dollar amounts and percentages herein have been adjusted for the effects of
 the restatement adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The restatement is the
 result of the correction of a non-cash error in the accounting for a net
 investment in a consolidated foreign subsidiary that stemmed from a funding
 structure executed in 2004. In the course of preparing the financial
 statements for the third quarter of 2009, an error was identified in the
 initial set up of this structure in Credcos subsidiary ledgers that caused
 an incorrect automated bookkeeping entry to be recorded beginning in the
 third quarter of 2007 when a portion of the funding for this net investment
 was refinanced. As a result of this incorrect automated bookkeeping entry, (i)
 other revenues in Credcos Consolidated Statements of Income and (ii) accrued
 interest and other liabilities, retained earnings and the foreign currency
 translation adjustments account included in the accumulated other
 comprehensive income (loss) component of shareholders equity in Credcos
 Consolidated Balance Sheets were incorrect beginning in the third quarter of
 September 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The restatement also
 includes the impact of (i) certain other unrelated immaterial errors
 primarily impacting income tax provision in Credcos Consolidated Statements
 of Income and (ii) the correction of an asset line item reclassification affecting
 cardmember receivables and due from affiliates in Credcos Consolidated
 Balance Sheets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Certain disclosures in
 Notes 4, 5 and 6 have been restated consistent with the Consolidated
 Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The following tables set
 forth the effects of the restatement adjustments on affected line items with
 Credcos previously reported Consolidated Statements of Income for the three
 months ended March 31, 2009 and 2008, and the Consolidated Balance Sheets as
 of March 31, 2009 and December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                   |  |                          |     |                |   |                          |  |          |     |  |   |    
|---------------------------------- |  | ------------------------ | --- | -------------- | - | ------------------------ |  | -------- | --- |  | - | ---
|CONSOLIDATED
 STATEMENTS OF INCOME
|                                   |  |                          |     |                |   |                          |  |          |     |  |   |    
|                                   |  |                          |     |               
|                                   |  | March 31, 2009           |     | March 31, 2008
|                                   |  |                          |     |               
|(Millions)                         |  | As
 Previously
 Reported |     | Restated       |   | As
 Previously
 Reported |  | Restated
|                                   |  |                          |     |                |   |                          |  |         
|                                  
|Other revenues                     |  | $                        | 28  |                | $ | 33                       |  | $        | 1   |  | $ |   
|Total revenues                     |  | $                        | 395 |                | $ | 400                      |  | $        | 930 |  | $ | 929
|Pretax income                      |  | $                        | 152 |                | $ | 157                      |  | $        | 170 |  | $ | 169
|Income tax provision               |  | $                        | 8   |                | $ | 22                       |  | $        | 16  |  | $ | 17 
|Net income                         |  | $                        | 144 |                | $ | 135                      |  | $        | 154 |  | $ | 152

8

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|----------------------------------------------------- |  | ------------------------ | ------ | ----------------- | - | ------------------------ | - | -------- | ------ | - | - | ------ | -
|CONSOLIDATED
 BALANCE SHEETS                         
|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|                                                      |  |                          |        |                   |  
|                                                      |  | March 31, 2009           |        | December 31, 2008 |  
|(Millions)                                            |  | As
 Previously
 Reported |        | Restated          |   | As
 Previously
 Reported |   | Restated |       
|                                                      |  |                          |        |                   |   |                          |   |          |       
|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|Accrued interest and other
 liabilities               |  | $                        | 493    |                   | $ | 573                      |   | $        | 473    |   | $ | 538    |  
|Total liabilities                                     |  | $                        | 30,962 |                   | $ | 31,042                   |   | $        | 36,167 |   | $ | 36,232 |  
|Retained earnings                                     |  | $                        | 3,391  |                   | $ | 3,506                    |   | $        | 3,322  |   | $ | 3,446  |  
|Foreign currency
 translation adjustments, net of tax |  | $                        | (392   | )                 | $ | (587                     | ) | $        | (379   | ) | $ | (568   | )
|                                                      |  |                          |        |                   |   |                          |   |          |        |   |   |        |  
|Total accumulated other
 comprehensive loss           |  | $                        | (393   | )                 | $ | (588                     | ) | $        | (386   | ) | $ | (575   | )
|Total shareholders equity                            |  | $                        | 3,160  |                   | $ | 3,080                    |   | $        | 3,098  |   | $ | 3,033  |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Basis of
 Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Credco together with its
 subsidiaries is a wholly-owned subsidiary of American Express Travel Related
 Services Company, Inc. (TRS), which is a wholly-owned subsidiary of American
 Express Company (American Express).                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying
 Consolidated Financial Statements should be read in conjunction with the
 financial statements in Amendment No. 1 to the Annual Report on Form 10-K/A
 (Form 10-K/A) of Credco for the year ended December 31, 2008. Significant accounting
 policies disclosed therein have not changed.                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The interim financial
 information in this report has not been audited. In the opinion of
 management, all adjustments necessary for a fair statement of the
 consolidated financial position and the consolidated results of operations
 for the interim periods have been made. All adjustments made were of a
 normal, recurring nature. Results of operations reported for interim periods
 are not necessarily indicative of results for the entire year.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Accounting estimates are
 an integral part of the Consolidated Financial Statements. These estimates
 are based, in part, on managements assumptions concerning future events.
 Among the more significant assumptions are those that relate to reserves for
 cardmember losses relating to cardmember receivables and loans, fair value
 measurement, and income taxes. These accounting estimates reflect the best
 judgment of management, but actual results could differ.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recently
 Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Financial Accounting
 Standards Board (FASB) recently issued the following accounting standards,
 which are effective beginning June 30, 2009. The adoption of the accounting
 standards listed below will not have a material impact on Credcos financial
 position or results of operations.                                                                                                                                                                            

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | FASB Staff Position (FSP)
 No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of
 Financial Instruments (FSP FAS 107-1), amends Statement of Financial
 Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of
 Financial Instruments, and APB Opinion No. 28, Interim Financial Reporting,
 to require disclosures about fair value of financial instruments in interim
 financial statements on a prospective basis.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | FSP No. FAS 115-2/FAS
 124-2, Recognition and Presentation of Other-Than-Temporary Impairments                                                                                                                                                                                                                                                                                                                                                        

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                               | (FSP FAS 115-2/FAS 124-2),
 requires a limited form of retrospective application. FSP FAS 115-2/FAS 124-2
 modifies current impairment guidance for debt securities, changes the
 requirements for recognizing an other-than-temporary impairment on debt
 securities, and modifies the presentation of other-than-temporary impairment
 losses in the Statement of Income and Balance Sheet. In addition, FSP FAS
 115-2/FAS 124-2 also requires expanded financial statement disclosures for
 both debt and equity securities in interim and annual periods.
|   |                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                              | FSP No. FAS 157-4,
 Determining Fair Value When the Volume and Level of Activity for the Asset
 or Liability Have Significantly Decreased and Identifying Transactions That
 Are Not Orderly (FSP FAS 157-4), provides additional guidance in determining
 whether a market for an asset or a liability within the scope of SFAS No. 157
 is inactive, and requires the evaluation of available evidence to determine
 whether a transaction in an inactive market is not orderly.                                                                          
|   |                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Investment
 Securities                                                                       
|   |                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The following is a summary
 of investment securities at March 31, 2009 and December 31, 2008:

|                                       |  |      |       |                          |   |                           |  |                        |   |      |   |                          |  |                           |       |                        |   |    |  |   |   |  |   |      
|-------------------------------------- |  | ---- | ----- | ------------------------ | - | ------------------------- |  | ---------------------- | - | ---- | - | ------------------------ |  | ------------------------- | ----- | ---------------------- | - | -- |  | - | - |  | - | -----
|Available-for-Sale                     |  | 2009 |       | 2008                    
|                                       |  |      |       |                         
|(Millions)                             |  | Cost |       | Gross
 Unrealized
 Gains |   | Gross
 Unrealized
 Losses |  | Estimated
 Fair
 Value |   | Cost |   | Gross
 Unrealized
 Gains |  | Gross
 Unrealized
 Losses |       | Estimated
 Fair
 Value
|                                       |  |      |       |                          |   |                           |  |                        |   |      |   |                          |  |                           |       |                       
|U.S. Government and agency obligations |  | $    | 3,034 |                          | $ | 32                        |  | $                      |  |      | $ | 3,066                    |  | $                         | 3,040 |                        | $ | 44 |  | $ |  |  | $ | 3,084
|                                       |  |      |       |                          |   |                           |  |                        |   |      |   |                          |  |                           |       |                        |   |    |  |   |   |  |   |      
|Total(a)                               |  | $    | 3,034 |                          | $ | 32                        |  | $                      |  |      | $ | 3,066                    |  | $                         | 3,040 |                        | $ | 44 |  | $ |  |  | $ | 3,084
|                                       |  |      |       |                          |   |                           |  |                        |   |      |   |                          |  |                           |       |                        |   |    |  |   |   |  |   |      

| |     |                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Total investment securities include $2.7 billion of
 senior debentures issued by Government Sponsored Enterprises (Fannie Mae and
 Freddie Mac) at March 31, 2009 and December 31, 2008.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All of Credcos investment
 securities are classified as available-for-sale. There were no realized gains
 or losses on U.S. Government and agency obligations for the three months
 ended March 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 
| | Credco reviews and
 evaluates investment securities at least quarterly, and more often as market
 conditions may require, to identify investment securities that have
 indications of other-than-temporary impairment. The determination of
 other-than-temporary impairment is a subjective process, requiring the use of
 judgments and assumptions. Accordingly, Credco considers several metrics when
 evaluating investment securities for an other-than-temporary impairment,
 including the extent to which amortized cost exceeds fair value, the duration
 and size of that difference, and the issuers credit ratings. As of March 31,
 2009 and December 31, 2008, Credco did not hold any investment securities
 that were in an unrealized loss position.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 
| | Fair
 Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 
| | The following is a
 description of the valuation techniques utilized by Credco to measure the
 fair value of its investment securities, including the general classification
 of such items pursuant to the fair value hierarchy. These techniques may
 produce fair values that may not be indicative of a future sale, or
 reflective of future fair values. The use of different techniques to
 determine the fair value of these types of investment securities could result
 in different estimates of fair value at the reporting date.                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | When available, quoted
 market prices are used to determine fair value and the investment securities
 are classified within Level 1 of the fair value hierarchy.                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | When quoted prices in an
 active market are not available, the fair market values for Credcos
 investment securities are obtained primarily from pricing services engaged by
 Credco, and Credco receives one price for each security. The fair values
 provided by the pricing services are estimated by using pricing models,

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                               | where the inputs to those
 models are based on observable market data. The inputs to the valuation
 techniques applied by the pricing services vary depending on the type of
 security being priced but are typically benchmark yields, benchmark security
 prices, credit spreads, prepayment speeds, reported trades, broker-dealer
 quotes, all with reasonable levels of transparency. The pricing services do
 not apply any adjustments to the pricing models used, nor does Credco apply
 any adjustments to prices received from the pricing services. Although the
 underlying inputs are directly observable from active markets or recent
 trades of similar securities in inactive markets, the pricing models used do
 entail a certain amount of subjectivity and therefore differing judgments in
 how the underlying inputs are modeled could result in different estimates of
 fair value. As of March 31, 2009, all of Credcos investment securities are
 classified within Level 2 of the fair value hierarchy.
|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Comprehensive
 Income                                                        
|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The components of
 comprehensive income, net of related tax, were as follows:

| |                                                                                                |  |                               |     |          |   |     |  
| | ---------------------------------------------------------------------------------------------- |  | ----------------------------- | --- | -------- | - | --- | -
| |                                                                                                |  | Three Months Ended
 March 31, |    
| | (Millions)                                                                                     |  | 2009                          |     | 2008     |  
| |                                                                                                |  |                               |     |          |  
| |                                                                                                |  | Restated                      |     | Restated |  
| |                                                                                                |  |                               |     |          |  
| | Net income                                                                                     |  | $                             | 135 |          | $ | 152 |  
| | Other comprehensive income
 (loss):                                                            |  |                               |     |          |   |     |  
| | Net unrealized securities (losses) gains                                                       |  |                               | (7  | )        |   | 26  |  
| | Net unrealized derivatives gains (losses)                                                      |  |                               | 13  |          |   | (46 | )
| | Foreign currency
     translation adjustments (a)                                              |  |                               | (19 | )        |   | 35  |  
| |                                                                                                |  |                               |     |          |   |     |  
| | Total                                                                                          |  | $                             | 122 |          | $ | 167 |  
| |                                                                                                |  |                               |     |          |   |     |  
|
| | (a) See further discussion
 in Note 1 regarding the basis of the restatement of these amounts.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------
|5. | Derivatives
 and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                         
|   | Credco uses derivative
 financial instruments to manage exposure to various market risks. Market risk
 is the risk to earnings or value resulting from movements in interest rates,
 foreign exchange rates, or equity market prices. Credcos market risk
 exposures primarily arise through:                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Interest rate risk
 associated with the cost of financing its receivables and loans; and
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Foreign exchange risk
 within its international operations.                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                         
|   | General principles and the
 overall framework for managing market risk across Credco are defined in the
 Market Risk Policy approved by the American Express Enterprise-wide Risk
 Management Committee (ERMC). Market risk is centrally managed by the Market
 Risk Committee, chaired by the Chief Market Risk Officer of American Express
 Company. Within each business, market risk exposures are monitored and
 managed by various asset/liability committees, guided by Board-approved
 policies covering derivative financial instruments, funding, and investments.                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                         
|   | Derivative financial
 instruments derive their value from an underlying variable or multiple
 variables, including interest rate, foreign exchange rates, and equity
 indices or prices. These instruments can increase, reduce or otherwise alter
 exposure to various market risks and, for that reason, are an integral
 component of Credcos market risk and related asset/liability management
 strategy and processes. Credco uses derivatives to manage these exposures that arise within
 its business operations, but does not engage in derivative financial instruments for
 trading purposes.

11

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the
receivables Credco owns related to charge card and fixed rate lending products,
interest rate exposure is managed by shifting the mix of funding toward fixed
rate debt and by using derivative instruments, with an emphasis on interest
rate swaps, which effectively fix interest expense for the length of the swap.
Credco may change the amount hedged and the hedge percentage may change based
on changes in business volumes and mix, among other factors. Credco regularly
reviews its strategy and may modify it.

Foreign
exchange risk is generated by foreign currency denominated balance sheet
exposures, translation exposure of foreign operations, and foreign currency
earnings in international units. Credcos foreign exchange risk is managed
primarily by entering into agreements to buy and sell currencies on a spot
basis or by hedging this market exposure to the extent it is economically
justified through various means, including the use of derivative financial
instruments such as foreign exchange forwards and cross-currency swap
contracts, which can help lock in the value of Credcos exposure to specific
currencies.

Fair Value Measurements

The fair value of Credcos derivatives is estimated by using pricing
models that do not contain a high level of subjectivity as the valuation
techniques used do not require significant judgment and inputs to those models
are readily observable from actively quoted markets. The valuation models used
by Credco are consistently applied and reflect the contractual terms of the
derivatives, including the period of maturity, and market-based parameters such
as interest rates, foreign exchange rates, equity indices or prices, and
volatility.

Credit valuation adjustments are necessary when the market parameters
(for example, a benchmark curve) used to value derivatives is not indicative of
the credit quality of Credco or its counterparties. Credco considers the
counterparty credit risk by applying an observable forecasted default rate to
the current exposure.

Credco manages derivative counterparty credit risk by considering the
current exposure, which is the replacement cost of contracts on the measurement
date, as well as estimating the maximum potential value of the contracts over
the next twelve months, considering such factors as the volatility of the
underlying or reference index. To mitigate derivative credit risk,
counterparties are required to be pre-approved and rated as investment grade.
Counterparty risk exposures are monitored by American Express Institutional
Risk Management Committee (IRMC). The IRMC formally reviews large institutional
exposures to ensure compliance with American Express Companys ERMC guidelines
and procedures and determines the risk mitigation actions, when necessary.
Additionally, Credco may, on occasion, enter into master netting agreements.

As of March 31, 2009 and December 31, 2008, the credit and
nonperformance risks associated with Credcos derivative counterparties were
not significant.

12

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following table summarizes the total gross fair
value, excluding interest accruals, of derivative product assets and
liabilities at March 31, 2009 and December 31, 2008:

|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|------------------------------------------------------------ |  | --------------- | --- | ------------------ | - | ----------- |  | -------------- | --- |  | - | --- | 
|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|(Millions)                                                   |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Location                                                     |  | Other
 assets   |     | Other
 liabilities |  
|                                                             |  |                 |     |                    |  
|                                                             |  | Fair Value
 (a) |     | Fair Value
 (a)    |  
|                                                             |  |                 |     |                    |  
|                                                             |  | March
 2009     |     | December
 2008     |   | March
 2009 |  | December
 2008 |    
|                                                             |  |                 |     |                    |   |             |  |                |    
|Derivatives
     designated as hedging instruments           |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Interest rate contracts                                      |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Fair value hedges                                            |  | $               | 435 |                    | $ | 431         |  | $              |    |  | $ |    | 
|Cash flow hedges                                             |  |                 |    |                    |   |            |  |                | 34  |  |   | 54  | 
|Foreign exchange contracts                                   |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Net investment hedges                                        |  |                 | 18  |                    |   | 39          |  |                | 32  |  |   | 22  | 
|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Total derivatives designated as hedging instruments          |  | $               | 453 |                    | $ | 470         |  | $              | 66  |  | $ | 76  | 
|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Derivatives
     not designated as hedging instruments       |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Interest rate contracts                                      |  | $               | 1   |                    | $ |            |  | $              | 2   |  | $ | 5   | 
|Foreign exchange contracts                                   |  |                 | 61  |                    |   | 75          |  |                | 71  |  |   | 39  | 
|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Total derivatives
     not designated as hedging instruments |  |                 | 62  |                    |   | 75          |  |                | 73  |  |   | 44  | 
|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 
|Total derivatives (b)                                        |  | $               | 515 |                    | $ | 545         |  | $              | 139 |  | $ | 120 | 
|                                                             |  |                 |     |                    |   |             |  |                |     |  |   |     | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The fair values of Credcos
 derivative instruments are classified within Level 2 of the fair value
 hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Financial Interpretation No.
 39, Offsetting of Amounts Related to Certain Contracts (FIN 39), permits
 the netting of derivative assets and derivative liabilities when a legally
 enforceable master netting agreement exists between Credco and its derivative
 counterparty. At March 31, 2009 and December 31, 2008, $26 million and $8
 million, respectively of derivative assets and liabilities have been offset
 and represents the impact of legally enforceable master netting agreements
 that provide for the net settlement of all contracts in accordance with FIN
 39.

Fair Value Hedges

A fair value hedge is a derivative designated
    to hedge the exposure of future changes in the fair value of an asset or
    a liability, or an identified portion thereof that is attributable to a particular
    risk. Credco is exposed to interest rate risk associated with its fixed rate
    long-term debt. Credco enters into interest rate swaps to convert certain
    fixed rate long-term debt to floating rate debt at the time of issuance.
    As of March 31, 2009, Credco hedged $4.8 billion of its fixed rate debt to
    floating rate debt using interest rate swaps.

To the extent the fair value hedge is effective, the gain or loss on
the hedging instrument offsets the gain or loss on the hedged item attributable
to the hedged risk. Any difference between the changes in the fair value of the
derivative and the hedged item is referred to as hedge ineffectiveness. Hedge
ineffectiveness may be caused by differences between the debts interest coupon
and the benchmark rate, which is in turn primarily due to credit spreads at
inception of the hedging relationship, which is not reflected in the valuation
of the interest rate swap. Furthermore, hedge ineffectiveness may be caused by
changes in the relationship between 3-month LIBOR and 1-month LIBOR rates, as
these so-called basis spreads may impact the valuation of the interest rate
swaps without causing an offsetting impact in the value of the hedged debt. The
ineffective net gains (losses), net of tax on fair value hedges totaled
approximately $17 million and nil for the quarter ended March 31, 2009 and
2008, respectively.

13

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following table summarizes the impact
    of fair value hedges on the consolidated financial statements for the quarters
    ended March 31:

|                          |  |                                 |  |                                 |   |          |   |                                 |  |                |  |      |    |  |   |     |  
|------------------------- |  | ------------------------------- |  | ------------------------------- | - | -------- | - | ------------------------------- |  | -------------- |  | ---- | -- |  | - | --- | -
|Statement of Income       | 
|                          | 
|                          |  | Derivative contract gain/(loss) |  | Hedged item gain/(loss)         |  
|Derivative 
 relationship |  | Location                        |  | Amount
 recognized,
 net of tax |   | Location |   | Amount
 recognized,
 net of tax | 
|                          |  |                                 |  |                                 |   |          |   |                                 | 
|(Millions)                |  |                                 |  | 2009                            |   | 2008     |   |                                 |  | 2009           |  | 2008 |   
|                          |  |                                 |  |                                 |   |          |   |                                 |  |                |  |      |   
|Fair value
 hedges:       |  |                                 |  |                                 |   |          |   |                                 |  |                |  |      |    |  |   |     |  
|Interest rate contracts   |  | Other revenues                  |  | $                               | 2 |          | $ | 22                              |  | Other revenues |  | $    | 15 |  | $ | (22 | )
|                          |  |                                 |  |                                 |   |          |   |                                 |  |                |  |      |    |  |   |     |  

Cash Flow Hedges

A cash flow hedge is a derivative designated to hedge the exposure of
variable future cash flows attributable to a particular risk of an existing
recognized asset or liability, or a forecasted transaction. Credco hedges
existing long-term variable-rate debt, the rollover of short-term borrowings
and the anticipated forecasted issuance of additional funding through the use
of derivative instruments, primarily interest rate swaps. These derivative
instruments effectively convert floating rate debt to a fixed rate debt for the
duration of the swap. As of March 31, 2009, Credco hedged $2.3 billion of its
floating rate debt to fixed rate debt using interest rate swaps.

For derivative financial instruments that qualify as cash flow hedges,
the effective portions of the gain or loss on the derivatives are recorded in
accumulated other comprehensive (loss) income and reclassified into earnings
when the hedged cash flows are recognized into earnings. The amount that is
reclassified into earnings is presented in the Consolidated Statements of
Income with the hedged instrument or transaction impact, primarily in interest
expense. Any ineffective portion of the gain or loss, as determined by the
accounting requirements, is reported as a component of other revenues.

In the normal course of business, as the hedged cash flows are
recognized into earnings, Credco expects to reclassify $21 million of net
pretax losses on derivative instruments from accumulated other comprehensive
(loss) income to earnings during the next 12 months.

Net Investment Hedges

A net investment hedge is used
to hedge future changes in currency exposure of a net investment in a foreign
operation. Credco designates foreign currency derivatives, primarily forward
agreements, typically foreign exchange forwards, and on occasion foreign
currency denominated debt, as hedges of net investments in certain foreign
operations. These instruments reduce exposure to changes in currency exchange
rates on Credcos investments in non-U.S. subsidiaries. The effective portions
of financial instruments that qualify as net investment hedges are recorded in
accumulated other comprehensive (loss) income part of the cumulative translation
adjustment. Any ineffective portions of net investment hedges are recognized
in other revenues during the period of change.

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following table summarizes the impact of cash flow hedges and net
investment hedges on the consolidated financial statements for the quarters
ended March 31:

|                           |  |                                                  |    |                                                    |   |                                   |   |                  |  |        |     |   |   |      |   |                |  |   |    |   |   |   |  |  | 
|-------------------------- |  | ------------------------------------------------ | -- | -------------------------------------------------- | - | --------------------------------- | - | ---------------- |  | ------ | --- | - | - | ---- | - | -------------- |  | - | -- | - | - | - |  |  | 
|                           |  |                                                  |    |                                                    |  
|(Millions)                 |  | Derivative Impact on OCI gain/(loss), net of tax |    | Derivative Ineffectiveness gain/(loss), net of tax |  
|                           |  |                                                  |    |                                                    |  
|                           |  | Recognized in
 other
 comprehensive
 income      |    | Location
 reclassified into
 income                |   | Amount
 reclassified
 into Income |   | Location         |  | Amount |    
|                           |  |                                                  |    |                                                    |   |                                   |   |                  |  |        |     |   |   |      |   |                | 
|Derivative
 Relationship   |  | 2009                                             |    | 2008                                               |   |                                   |   | 2009             |  | 2008   |     |   |   | 2009 |   | 2008           | 
|                           |  |                                                  |    |                                                    |   |                                   |   |                  |  |        |     |   |   |      |   |                | 
|                          
|Cash flow
 hedges:         |  |                                                  |    |                                                    |   |                                   |   |                  |  |        |     |   |   |      |   |                |  |   |    |   |   |   |  |  | 
|Interest rate contracts    |  | $                                                | (5 | )                                                  | $ | (60                               | ) | Interest expense |  | $      | (18 | ) | $ | (13  | ) | Other revenues |  | $ | (1 | ) | $ |  | 
|                          
|Net
 investment hedges:    |  |                                                  |    |                                                    |   |                                   |   |                  |  |        |     |   |   |      |   |                |  |   |    |   |   |   |  |  | 
|Foreign exchange contracts |  |                                                  | 20 |                                                    |   | (26                               | ) | Other revenues   |  |        |    |   |   |     |   | Other revenues |  |   |   |   |   |  | 
|                           |  |                                                  |    |                                                    |   |                                   |   |                  |  |        |     |   |   |      |   |                |  |   |    |   |   |   | 

Derivatives Not Designated as Hedges

Credco has derivatives that act as economic hedges and are not
designated for hedge accounting treatment. Foreign currency transactions and
non-U.S. dollar cash flow exposures from time to time may be partially or fully
economically hedged through foreign currency contracts, primarily forward
contracts and cross-currency swaps. These hedges generally mature within one
year. Foreign currency contracts involve the purchase and sale of a designated
currency at an agreed upon rate for settlement on a specified date. For
Credcos economic hedges, the changes in the fair value of the derivative
instrument significantly offset within the Consolidated Statements of Income,
the related foreign exchange gains or losses on the underlying hedged
exposures. From time to time, Credco may enter into interest rate swaps to
specifically manage funding costs related to its proprietary card business.

For derivative financial instruments that are not designated as hedges,
changes in fair value are reported in current period earnings.

The following table summarizes the impact of derivatives not designated
as hedges on the consolidated financial statements for the quarters ended March
31:

|                                                                 |  |                                                                                          |  |                               |     |      |   |          | 
|---------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ----------------------------- | --- | ---- | - | -------- | 
|                                                                 |  |                                                                                          |  |                               |    
|Derivative
 Relationship                                         |  | Income
 Statement classification of gain (loss)
 on derivatives not designated as hedges |  | Amount
 recognized net of tax |    
|                                                                 |  |                                                                                          |  |                               |    
|(Millions)                                                       |  |                                                                                          |  | 2009                          |     | 2008 |  
|                                                                 |  |                                                                                          |  |                               |     |      |  
|                                                                 |  |                                                                                          |  |                               |     |      |   | Restated | 
|Derivatives not designated as
 hedges Foreign exchange contracts |  | Interest expense                                                                         |  | $                             | 3   |      | $ | 4        | 
|                                                                 |  | Other revenues                                                                           |  |                               | (33 | )    |   | 12       | 
|                                                                 |  |                                                                                          |  |                               |     |      |   |          | 
|Total                                                            |  |                                                                                          |  | $                             | (30 | )    | $ | 16       | 
|                                                                 |  |                                                                                          |  |                               |     |      |   |          | 

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The results
 of operations of Credco are included in the consolidated U.S. federal income
 tax return of American Express. Under an agreement with TRS, provision for
 income taxes is recognized on a separate company basis. If benefits for net
 operating losses, future tax deductions and foreign tax credits cannot be
 recognized on a separate company basis, such benefits are then recognized
 based upon a share, derived by formula, of those deductions and credits that
 are recognizable on a TRS consolidated reporting basis.                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | American
 Express is under continuous examination by the Internal Revenue Service (IRS)
 and tax authorities in other countries and states in which American Express
 has significant business operations. The tax years under examination and open
 for examination vary by jurisdiction. In June 2008, the IRS completed its
 field examination of American Express federal tax returns for the years 1997
 through 2002. However, for federal income tax purposes, these years continue
 to remain open as a consequence of certain issues under appeal. American
 Express is currently under examination by the IRS for the years 2003 and
 2004.                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Credco
 routinely assesses the likelihood of additional assessments in each of the
 taxing jurisdictions and has established a liability for unrecognized tax
 benefits that Credcos management believes to be adequate. Once established,
 unrecognized tax benefits are adjusted if more accurate information is
 available, or a change in circumstance, or an event occurs necessitating a
 change to the liability. It is reasonably possible that the unrecognized tax
 benefits may significantly increase or decrease within the next twelve
 months. Due to the inherent complexities and the number of tax years
 currently under examination, it is not possible to quantify the impact such
 changes may have on the effective tax rate and net income.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Credcos
 effective tax rate was 14 percent for the three months ended March 31, 2009,
 compared with 13 percent for the full year 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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AMERICAN EXPRESS CREDIT CORPORATION

|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS

Restatement

As discussed
in Explanatory Note to this Form 10-Q/A and in Note 1 to the Consolidated
Financial Statements, American Express Credit Corporation (Credco) is restating
its Consolidated Financial Statements and other financial information as of and
for the three months ended March 31, 2009 and 2008. The restatement has no
effect on Credcos net cash flow provided by (used in) operating activities, investing activities
and financing activities. All dollar amounts and percentages herein have been
adjusted for the effects of the restatements adjustments.

The
restatement is the result of the correction of a non-cash error in the
accounting for a net investment in a consolidated foreign subsidiary that
stemmed from a funding structure executed in 2004. In the course of preparing
the financial statements for the third quarter of 2009, an error was identified
in the initial set up of this structure in Credcos subsidiary ledgers that
caused an incorrect automated bookkeeping entry to be recorded beginning in the
third quarter 2007 when a portion of the funding for this net investment was
refinanced. As a result of this incorrect automated bookkeeping entry, (i)
other revenues in Credcos Consolidated Statements of Income and (ii) accrued
interest and other liabilities, retained earnings and the foreign currency
translation adjustments account included in the accumulated other comprehensive
income (loss) component of shareholders equity in Credcos Consolidated
Balance Sheets were incorrect beginning in the third quarter of 2007.

The
restatement also includes the impact of (i) certain other unrelated immaterial
errors primarily impacting income tax provision in Credcos Consolidated
Statements of Income and (ii) the correction of an asset line item reclassification
affecting cardmember receivables and due from affiliates in Credcos
Consolidated Balance Sheets.

Notes 1, 4, 5 and
6 to the Consolidated Financial Statements included herein also contain
information regarding the nature and impact of the restatement.

The following
tables set forth the effects of the restatement adjustments on the Ratio of
Earnings to Fixed Charges for the years ended December 31, 2008 and 2007, and
for the quarter ended March 31, 2009.

RATIO OF EARNINGS TO FIXED CHARGES

|                |  |                           |      |          |  |      | 
|--------------- |  | ------------------------- | ---- | -------- |  | ---- | 
|(Millions)      |  | As 
 Previously
 Reported |      | Restated | 
|                |  |                           |      |          | 
|               
|2007            |  |                           | 1.38 |          |  | 1.38 | 
|2008            |  |                           | 1.50 |          |  | 1.62 | 
|March 31,
 2009 |  |                           | 1.78 |          |  | 1.81 | 

Overview

Credco, together
with its subsidiaries is a wholly-owned subsidiary of American Express Travel
Related Services Company, Inc. (TRS), a wholly-owned subsidiary of American
Express Company (American Express). Credco is primarily engaged in the business
of financing non-interest-bearing cardmember receivables arising from the use
of the American Expressâ
Card, the American Expressâ Gold Card,
Platinum Cardâ, Corporate Card, and other American
Express Cards issued in the United States and in designated currencies outside
the United States. Credco also finances certain interest-bearing and discounted
revolving

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AMERICAN EXPRESS CREDIT CORPORATION

loans
comprised of American Express credit cards and Sign & Travelâ,
although interest-bearing and revolving loans are primarily funded by
subsidiaries of TRS other than Credco.

Current Economic Environment/Outlook

Concerns over
the availability and cost of credit generally, a historic decline in real
estate values in the United States, rising unemployment, and the collapse of
major financial institutions have contributed to a worsening global recession,
increased volatility and reduced liquidity in the capital markets, and
diminished expectations for the economy. In addition, increasing stress in the
worldwide financial markets has continued to erode consumer and business
confidence levels. Based on these trends, American Express expects consumer and
business sentiment will likely deteriorate further and will translate into
weaker economies around the globe and increased unemployment through 2009,
which may result in declines in credit and charge card spending. If this
occurs, the impact on Credco is likely to be a reduction in the financing of
cardmember receivables and loans.

In the first
quarter of 2009, American Express continued to experience slowing cardmember
spending throughout all its businesses as well as lower loan volumes. American
Express also experienced higher delinquencies and write-off rates. Higher
write-off rates were due to both increased levels of dollar write-offs and
lower lending balances.

As further
discussed in the Funding Strategy section below, since late September 2008, the
market for unsecured term debt generally has been unavailable to all financial
institutions, including Credco. However, Credco has continued to issue
commercial paper. During the first quarter of 2009, Credco issued commercial
paper at a slower pace and in smaller amounts that is commensurate with its
current funding strategy and the lower level of receivables owned.

On October 7,
2008, the Federal Reserve Board (the Board) established the Commercial Paper
Funding Facility (CPFF). The CPFF provides three month liquidity to U.S.
issuers of commercial paper through a special purpose vehicle (SPV), which
purchases three month unsecured and asset-backed commercial paper directly from
eligible issuers using financing provided by the Federal Reserve Bank of New
York. Credco is eligible to have up to $14.7 billion of commercial paper
outstanding with the SPV at any one time. Credco remains, after the downgrade
of its short-term rating to A-2 by Standard & Poors (S&P), eligible to
participate in the CPFF based on Credcos current short-term ratings assigned
by Moodys Investor Services (Moodys) and Fitch Ratings (Fitch). The commercial
paper must be rated at least A1/P1/F1 by two or more major nationally
recognized statistical rating organizations (NRSRO) to qualify for
participation in the CPFF. The SPV is currently scheduled to cease purchasing
commercial paper on October 30, 2009, unless the Board extends the facility. At
March 31, 2009, Credco had $1.8 billion of commercial paper outstanding, none
of which was placed with the CPFF.

In October
2008, American Express moved to increase its flexibility in funding U.S.
consumer and small business charge card receivables by amending the receivables
purchase agreements between Credco and each of American Express Centurion Bank
(Centurion Bank) and American Express Bank, FSB (FSB) (together, the Banks).
The previous agreements called for the Banks, which issue American Express
U.S. consumer and small business charge cards, to sell all unsecuritized
receivables related to spending on those cards to Credco. The amended
agreements will give the Banks the flexibility to continue to sell the receivables
to Credco or to retain the receivables and fund them from their own sources.
These amendments will allow American Express to shift, from time-to-time, the
funding of those receivables from Credco to the Banks. Credco, which raises
funds for the purpose of buying receivables through the sale of commercial
paper, as well as through the issuance of medium- and long-term debt
securities, can transfer proceeds of its funding activities in excess of its
needs broadly to other subsidiaries of American Express, including to the
Banks. The new arrangements between Credco and the Banks will have no impact on
Credcos funding of U.S. corporate charge card receivables and charge card
receivables outside the United States.

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AMERICAN EXPRESS CREDIT CORPORATION

Results of Operations for the three months
ended March 31, 2009 and 2008

Pretax income
depends primarily on the volume of cardmember receivables and loans purchased,
the discount factor used to determine purchase price, the relationship of the
total discount to Credcos interest expense, and the collectibility of
cardmember receivables and loans purchased.

Credcos
consolidated net income decreased 11 percent to $135 million for the three
months ended March 31, 2009, as compared to the three months ended March 31,
2008. The year-over-year decrease was primarily due to a decrease in discount
revenue earned from a smaller base of purchased cardmember receivables and
loans, interest income earned on loans to affiliates, and interest income from
investments, partially offset by a decrease in interest expense and provisions
for losses, net of recoveries.

The following
table summarizes the changes attributable to the increase (decrease) in key
revenue and expense accounts for the three month period ended March 31, 2009,
compared with the three month period ended March 31, 2008 (millions):

|                                                                        |  |   |      |  
|----------------------------------------------------------------------- |  | - | ---- | -
|Discount
 revenue earned on purchased cardmember receivables and loans: |  |   |      |  
|Volume of receivables and loans purchased                               |  | $ | (387 | )
|Discount rates                                                          |  |   | (59  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (446 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest
 income from affiliates:                                       |  |   |      |  
|Average loans to affiliates                                             |  | $ | (17  | )
|Interest rates                                                          |  |   | (57  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (74  | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest
 income from investments:                                      |  |   |      |  
|Average investments outstanding                                         |  | $ | 47   |  
|Interest rates                                                          |  |   | (87  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (40  | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Provisions
 for losses, net of recoveries:                              |  |   |      |  
|Volume of receivables purchased                                         |  | $ | (170 | )
|Provisions rates and volume of recoveries                               |  |   | (30  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (200 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest
 expense:                                                      |  |   |      |  
|Average debt outstanding                                                |  | $ | (123 | )
|Interest rates                                                          |  |   | (80  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (203 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest
 expense to affiliates:                                        |  |   |      |  
|Average debt outstanding                                                |  | $ | 13   |  
|Interest rates                                                          |  |   | (75  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (62  | )
|                                                                        |  |   |      |  

Discount Revenue Earned on Purchased Cardmember
Receivables and Loans

Discount
revenue decreased 68 percent or $446 million to $208 million for the three
months ended March 31, 2009, as compared to the three months ended March 31,
2008, due to a decrease in both the volume of

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AMERICAN EXPRESS CREDIT CORPORATION

receivables purchased and
discount rates. Volume of receivables
and loans purchased for the three months ended March 31, 2009, was 59 percent
lower than the same period a year ago, primarily due to the amendment of the
receivables purchase agreements between Credco and each of Centurion Bank and
FSB. Purchased volume does not include those cardmember receivables transferred
with recourse to Credco and cardmember receivables and loans funded by loans to
affiliates. Discount rates, which vary over time due to changes in market
interest rates or changes in the collectibility of cardmember receivables,
decreased an average of approximately 22 basis points compared to the three
months ended March 31, 2008.

Interest Income from Affiliates

Interest
income from affiliates decreased 39 percent or $74 million to $114 million for
the three months ended March 31, 2009, as compared to the three months ended
March 31, 2008. The year-over-year decrease is due to a decrease in both the
interest rates charged to affiliates and, to a lesser extent, the volume of
loans to affiliates. The average volume of loans to affiliates decreased
primarily due to the impact of foreign exchange rates and, to a lesser extent,
to the amendment of the funding structure with respect to Germany. The average
interest rate charged to affiliates during the three months ended March 31,
2009, was 53 basis points lower than the average interest rate charged to
affiliates in the same three month period a year ago.

Interest Income from Investments

Interest income from
investments decreased 56 percent or $40 million to $32 million for the three
months ended March 31, 2009, as compared to the three months ended March 31,
2008. The year-over-year decrease is due to the decrease of the average
interest rate on the total investment portfolio of approximately 67 basis
points for the three months ended March 31, 2009, as compared to the same three
month period a year ago.

Provisions for Losses, Net of Recoveries

The provisions for losses,
net of recoveries, decreased 81 percent or $200 million to $48 million for the
three months ended March 31, 2009, as compared to the three months ended March
31, 2008. The year-over-year decrease primarily reflects a reduction in the
volume of receivables purchased, due to the amendment of the receivables
purchase agreements with the Banks previously discussed.

Interest Expense and Interest Expense to
Affiliates

Interest
expense and interest expense to affiliates decreased 54 percent and 75 percent,
respectively, for the three months ended March 31, 2009, as compared to the
same period a year ago, due to lower interest rates and lower average debt
outstanding. The average interest rate on debt outstanding during the three
months ended March 31, 2009, was 35 basis points lower than the same period a
year ago. The average rate due to affiliates during the three months ended
March 31, 2009, was 72 basis points lower than the same period a year ago.

Service Fees to Affiliates

There were no
service fees to affiliates for the three months ended March 31, 2009, as
compared to $51 million for the three months ended March 31, 2008, due to a
decrease in servicing provided under service level agreements with affiliates
as a result of the previously discussed amendment of the receivables purchase
agreements with the Banks.

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AMERICAN EXPRESS CREDIT CORPORATION

Income Taxes

Credcos
effective tax rate for the three months ended March 31, 2009, was 14 percent
compared with 10 percent for the three month period ended March 31, 2008. The
effective tax rate was higher for the three months ended March 31, 2009, as
compared to 2008 primarily due to the change in the geographic mix of pretax
income and the impact of revisions of certain prior year estimated tax
liabilities.

Cardmember Receivables

At March 31,
2009, and December 31, 2008, Credco owned $8.5 billion and $10.9 billion of
cardmember receivables, respectively. Cardmember receivables represent amounts
due from charge card customers and are recorded at the time they are purchased
from the seller. Included in cardmember receivables are Credco Receivables
Corporation (CRC)s purchases of the participation interests from American
Express Receivables Financing Corporation V LLC (RFC V) in conjunction with
TRS securitization program. At March 31, 2009, and December 31, 2008, CRC
owned approximately $1.6 billion and $2.4 billion, respectively, of
participation interests purchased from RFC V.

The following
table summarizes selected information related to the cardmember receivables portfolio:

|                                                                 |  |                 |       |                    |   |                           |   |   |        |  
|---------------------------------------------------------------- |  | --------------- | ----- | ------------------ | - | ------------------------- | - | - | ------ | -
|As of and
 for three months ended (Millions, except percentages) |  | March 31,
 2009 |       | December 31,
 2008 |   | March 31,
 2008
 Restated |  
|                                                                 |  |                 |       |                    |   |                           |  
|Total cardmember receivables                                     |  | $               | 8,546 |                    | $ | 10,859                    |   | $ | 24,477 |  
|Loss reserves                                                    |  | $               | 169   |                    | $ | 204                       |   | $ | 880    |  
|as a % of receivables (a)                                        |  |                 | 2.0   | %                  |   | 1.9                       | % |   | 3.6    | %
|Average life of cardmember receivables (in
 days) (b)            |  |                 | 30    |                    |   | 32                        |   |   | 34     |  
|                                                                 |  |                 |       |                    |   |                           |   |   |        |  
|Cardmember receivables  180 day write-off (a)                   |  | $               | 1,613 |                    | $ | 2,444                     |   |   | N/A    |  
|30 days past due as a % of total                                 |  |                 | 2.9   | %                  |   | 2.6                       | % |   | N/A    |  
|Average receivables                                              |  | $               | 2,020 |                    | $ | 11,413                    |   |   | N/A    |  
|Write-offs, net of recoveries                                    |  | $               | 20    |                    | $ | 323                       |   |   | N/A    |  
|Net write-off rate (a)                                           |  |                 | 4.0   | %                  |   | 28.4                      | % |   | N/A    |  
|                                                                 |  |                 |       |                    |   |                           |   |   |        |  
|Cardmember receivables  360 day write-off                       |  | $               | 6,933 |                    | $ | 8,415                     |   | $ | 24,477 |  
|90 days past due as a % of total                                 |  |                 | 2.7   | %                  |   | 2.8                       | % |   | 4.4    | %
|Write-offs, net of recoveries                                    |  | $               | 50    |                    | $ | 38                        |   | $ | 191    |  
|Net write-off rate (c)                                           |  |                 | 0.23  | %                  |   | 0.13                      | % |   | 0.29   | %

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a) | In the fourth quarter of
 2008, American Express revised the time period in which past due cardmember
 receivables for its U.S. Card Services segment are written off to 180 days
 past due, consistent with applicable bank regulatory guidance. Previously,
 receivables were written off when 360 days past due. Credcos receivables
 subject to 180 day write-off and the related net write-off rate, which
 reflects write-offs, net of recoveries expressed as a percentage of the
 average amount of cardmember receivables owned by Credco at the beginning of
 the year and at the end of each month in each of the periods indicated, are
 reflected above.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | Represents the average life
 of cardmember receivables owned by Credco, based upon the ratio of the
 average amount of both billed and unbilled receivables owned by Credco at the
 end of each month, during the periods indicated, to the volume of cardmember
 receivables purchased by Credco.                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | Credcos write-offs, net of
 recoveries, expressed as a percentage of the volume of cardmember receivables
 purchased by Credco in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Cardmember receivables owned at
March 31, 2009, decreased approximately $2.3 billion from December 31, 2008, as
a result of a reduction in cardmember receivables purchased due to expected
seasonal changes in cardmember spending, and to a lesser extent, the wind down
of receivables purchased from Amex Bank of Canada.

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AMERICAN EXPRESS CREDIT CORPORATION

Reserves for Cardmember Receivables and Cardmember Loans

The following is an analysis
of the reserves for cardmember receivables and cardmember loans:

|                               |  |                  |     |                  |   |      |  
|------------------------------ |  | ---------------- | --- | ---------------- | - | ---- | -
|Three
 months ended (Millions) |  | March
 31,
 2009 |     | March
 31,
 2008 |  
|                              
|Balance, beginning of period   |  | $                | 218 |                  | $ | 841  |  
|Provisions for losses (a)      |  |                  | 48  |                  |   | 248  |  
|Accounts written-off (a)       |  |                  | (75 | )                |   | (194 | )
|Other                          |  |                  | (7  | )                |   | (5   | )
|                               |  |                  |     |                  |   |      |  
|Balance, end of period         |  | $                | 184 |                  | $ | 890  |  
|                               |  |                  |     |                  |   |      |  

|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes recoveries on accounts previously
 written-off of $20 million and $42 million during the three months ended
 March 31, 2009 and 2008, respectively.

Loans to Affiliates

Components of loans to
affiliates were as follows:

|                                           |  |                  |       |                     |   |                  |  |   |        | 
|------------------------------------------ |  | ---------------- | ----- | ------------------- | - | ---------------- |  | - | ------ | 
|(Millions)                                 |  | March
 31,
 2009 |       | December
 31,
 2008 |   | March
 31,
 2008 | 
|                                          
|TRS Subsidiaries:                          |  |                  |       |                     |   |                  |  |   |        | 
|American Express Australia Limited         |  | $                | 2,946 |                     | $ | 3,204            |  | $ | 3,942  | 
|American Express Services Europe Limited   |  |                  | 2,390 |                     |   | 2,388            |  |   | 3,776  | 
|Amex Bank of Canada                        |  |                  | 2,256 |                     |   | 2,257            |  |   | 2,605  | 
|American Express Centurion Bank (a)        |  |                  |      |                     |   | 2,225            |  |   |       | 
|American Express International, Inc.       |  |                  | 705   |                     |   | 943              |  |   | 849    | 
|American Express Co. (Mexico) S.A. de C.V. |  |                  | 379   |                     |   | 392              |  |   | 461    | 
|American Express Bank (Mexico) S.A.        |  |                  | 307   |                     |   | 317              |  |   |       | 
|                                           |  |                  |       |                     |   |                  |  |   |        | 
|Total (b)                                  |  | $                | 8,983 |                     | $ | 11,726           |  | $ | 11,633 | 
|                                           |  |                  |       |                     |   |                  |  |   |        | 

|    |                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | During 2008, Credco loaned $2.2 billion to Centurion
 Bank as a consequence of the previously discussed amendment of the
 receivables purchase agreements. In February 2009, Centurion Bank repaid $2.2
 billion to Credco.
|    |                                                                                                                                                                                                                            
|(b) | Of the approximately $9.0 billion outstanding of
 loans to affiliates, approximately $5.7 billion are collateralized by the
 underlying cardmember receivables transferred with recourse.                                  

Due from Affiliates

At March 31, 2009, and
December 31, 2008, due from affiliates was $3.6 billion and $3.7 billion,
respectively. These amounts relate primarily to timing differences between the
purchase of cardmember receivables and remittances from TRS on cardmember
receivables purchased by Credco, which are net settled in the subsequent month
in the normal course of business.

Short-term Debt to Affiliates

Components of short-term
debt to affiliates were as follows:

|                                             |  |                  |       |                     |   |                  |  |   |        | 
|-------------------------------------------- |  | ---------------- | ----- | ------------------- | - | ---------------- |  | - | ------ | 
|(Millions)                                   |  | March
 31,
 2009 |       | December
 31,
 2008 |   | March
 31,
 2008 | 
|                                            
|American Express                             |  | $                | 6,631 |                     | $ | 3,579            |  | $ | 6,919  | 
|AE Exposure Management Ltd.                  |  |                  | 1,163 |                     |   | 2,356            |  |   | 2,308  | 
|TRS                                          |  |                  | 717   |                     |   | 1,483            |  |   |       | 
|American Express Holdings (Netherlands) C.V. |  |                  | 417   |                     |   | 417              |  |   | 381    | 
|American Express Europe Limited              |  |                  | 175   |                     |   | 175              |  |   |       | 
|National Express Company, Inc.               |  |                  | 105   |                     |   | 91               |  |   | 2,089  | 
|American Express Publishing Corp.            |  |                  | 42    |                     |   | 84               |  |   | 63     | 
|Other                                        |  |                  | 140   |                     |   | 132              |  |   | 127    | 
|                                             |  |                  |       |                     |   |                  |  |   |        | 
|Total                                        |  | $                | 9,390 |                     | $ | 8,317            |  | $ | 11,887 | 
|                                             |  |                  |       |                     |   |                  |  |   |        | 

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AMERICAN EXPRESS CREDIT CORPORATION

Short-term debt to affiliates
consists primarily of master note agreements for which there is no stated term.
Credco does not expect any changes to its short-term funding strategies with
affiliates.

Impact of Credit and Capital Markets Environment

Credit Markets  Global Cardmember Receivables

In the first quarter of
2009, many economies around the globe continued to face challenging conditions.
In the United States and many other countries, consumer confidence and the
housing markets continued to weaken, and unemployment continued to rise. These
challenging conditions adversely affected credit card issuers, including
American Express issuers that sell receivables to Credco.

In managing risk on behalf
of Credco, TRS objective is to preserve its profitability, but also protect,
to the extent it can, TRS ongoing relationship with its cardmembers. With this
in mind, the following actions have been taken by TRS across its cardmember
portfolios:

|  |                                                                            
|- | ---------------------------------------------------------------------------
| | focusing on areas of high
 risk and canceling certain accounts;            
|  |                                                                            
| | reducing some customer
 lines of credit;                                   
|  |                                                                            
| | creating customer advocacy groups; and                                     
|  |                                                                            
| | assisting cardmembers who
 are experiencing temporary financial difficulty.

American Express view is
that economic conditions will deteriorate further in 2009. The impact on Credco
is that its financing of receivables and loans will decline due to reduced
cardmember spending. This is in addition to the reduction in purchases as a
result of the previously discussed amendment of the receivables purchase
agreements in October 2008.

Capital Markets

In the latter part of 2008
and through the first quarter of 2009, the market for Credcos term unsecured,
nonguaranteed debt, like that for virtually all financial institutions, was
substantively frozen. Various government programs have provided some stability
to the capital markets and reduced dislocations in benchmarks and indices such
as LIBOR. However, if the unprecedented levels of volatility and disruptions
reemerge or worsen, they could further negatively impact Credcos funding
capabilities, liquidity position, and investment portfolios or derivative
positions. See the Consolidated Capital Resources and Liquidity section below
for a more detailed discussion of Credcos funding strategies.

Investment Portfolio

Credcos investment
portfolio primarily supports its contingent liquidity strategy by investing in
U.S. Government and agency obligations. Credcos objective is to manage the
type and mix of assets as well as their maturity profile in order to ensure the
cash and liquidity needs can be met without relying on the sale of investments
prior to maturity. As a result, Credco generally holds its investments to
maturity. Credco nonetheless seeks to invest in portfolios of securities with
sufficient liquidity that could be accessed prior to maturity should changes in
cash needs occur.

All of Credcos investments
are classified as available-for-sale. Credco reviews its investments at least
quarterly and more often as market conditions may require to evaluate their
fair values and to identify investments that have indications of
other-than-temporary impairments. The determination of other-than-temporary
impairments for available-for-sale securities is a subjective process,
requiring the use of various assumptions and application of judgment.

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AMERICAN EXPRESS CREDIT CORPORATION

Government Sponsored Enterprises

At March 31, 2009, Credco
owned approximately $2.7 billion of senior unsecured debentures issued by
Government Sponsored Enterprises (GSEs): Fannie Mae and Freddie Mac. On
September 7, 2008, the Federal Housing Finance Agency (FHFA) announced the
decision to place Fannie Mae and Freddie Mac into a conservatorship controlled
by the FHFA. These actions were designed to protect the senior and subordinated
debt and the mortgage-backed securities of the GSEs. The total net unrealized
gains on these securities were approximately $30 million at March 31, 2009.

Money Market Fund

Credco owned a $500 million
investment in the Reserve Primary Fund (the Fund), a money market fund. The net
asset value of the Fund fell below $1 per share in September 2008, at which
time Credco recorded a loss of $15 million related to this investment. Credco
has received approximately $449 million from the Fund since it filed a
redemption order with Reserve, the Fund sponsor, in September 2008, which
includes $22 million received on April 17, 2009. The remaining amount due from
the Fund is recorded in deferred charges and other assets on Credcos
Consolidated Balance Sheets. The timing of receipt of the remaining proceeds
cannot be determined at this time.

With the exception of its
exposure to the Fund, Credco did not experience any defaults or events of
default, or determine it would not receive timely contractual payments of
interest and repayment of principal on any of its holdings in its investment
portfolios.

Consolidated Capital Resources and Liquidity

Credcos balance sheet
management objectives are to maintain a broad, deep, and diverse set of funding
sources to finance its assets and meet operating requirements and liquidity
programs that enable Credco to meet its obligations for at least a 12 month
period should some or all of its funding sources become inaccessible.

Funding Strategy

Credco seeks to maintain
broad and well-diversified funding sources to allow it to meet its maturing
obligations and cost-effectively finance current and future asset growth as
well as to maintain a strong liquidity profile. Diversity of funding sources by
type of debt instrument, by maturity and by investor base, among other factors,
provides additional insulation from the impact of disruptions in any one type
of debt, maturity, or investor. The mix of Credcos funding in any period will
seek to achieve cost-efficiency while maintaining both diversified sources and
achieving its liquidity objectives. Credcos funding strategy and activities
are integrated into its asset-liability management activities.

Credco, like many financial
services companies, has historically relied on the debt capital markets to
fulfill a substantial amount of its funding needs. Credco has a variety of
funding sources available to access the debt capital markets, including
commercial paper and senior unsecured debentures. One of the principal tenets
of Credcos funding strategy is to issue debt with a wide range of maturities
to reduce and distribute its refinancing requirements in future periods.
However, Credcos ability to obtain financing in the debt capital market for
unsecured term debt is subject to prevailing market conditions, including a
renewal of investor demand. Credco continues to assess its funding needs and
investor demand, which will likely change the mix of its existing sources as
well as seek to add new sources to its funding mix. Credcos funding plan is
subject to various risks and uncertainties, such as disruption of financial
markets, market capacity, and demand for securities offered by Credco as well
as any regulatory changes. Many of these risks and uncertainties are beyond
Credcos control.

Credcos current funding strategy
for 2009 is to raise funds to maintain sufficient cash and readily-marketable
securities that are easily convertible to cash in order to meet short-term
borrowings outstanding, seasonal, and

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AMERICAN EXPRESS CREDIT CORPORATION

other working capital needs
for the next 12 months, including maturing obligations, changes in receivables
and other asset balances, as well as operating requirements.

Credcos liquidity and
funding strategy is designed to maintain high and stable debt ratings from the
major credit rating agencies, Standard & Poors (S&P), Moodys Investor
Services (Moodys), Dominion Bond Rating Service (DBRS), and Fitch Ratings
(Fitch). However, Credco is not immune to the impact on corporate ratings
arising from the uncertainty in financial markets and the weakening economic
environment. Recently, three credit rating agencies provided updates on
Credcos ratings as follows:

|  |                                                                                                                                                                                                                         |   |                                                  | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------ | 
| | On April 30, 2009, S&P
 downgraded Credcos debt ratings as follows:                                                                                                                                                   
| 
|  |                                                                                                                                                                                                                         |  | Senior debt ratings were
 lowered from A to BBB+
|  |                                                                                                                                                                                                                         |   |                                                 
|  |                                                                                                                                                                                                                         |  | Short-term ratings were
 lowered from A-1 to A-2
|  |                                                                                                                                                                                                                         |   |                                                 
|  |                                                                                                                                                                                                                         |  | Outlook for the ratings is
 negative            
|  |                                                                                                                                                                                                                         |   |                                                 
| | On April 24, 2009, Moodys
 downgraded Credcos debt ratings as follows:                                                                                                                                               
|  |                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                         |  | Senior debt ratings were
 lowered from A1 to A2 
|  |                                                                                                                                                                                                                         |   |                                                 
|  |                                                                                                                                                                                                                         |  | Short-term ratings of
 Prime-1 were affirmed    
|  |                                                                                                                                                                                                                         |   |                                                 
|  |                                                                                                                                                                                                                         |  | Outlook for debt ratings
 is now stable         
|  |                                                                                                                                                                                                                         |   |                                                 
| | On April 16, 2009, Fitch
 announced that it had revised its outlook on the long-term and short-term
 ratings of Credco from stable to negative. The long-term and short-term
 ratings of Credco were affirmed at A+/F1.

A downgrade in Credcos
long-term debt rating could result in paying higher interest expense on
Credcos unsecured debt, as well as higher fees related to its committed lines
of credit. In addition to increased funding costs, a lower long-term debt
rating could also reduce Credcos borrowing capacity in the unsecured term debt
capital markets when such markets become available. S&Ps recent downgrade
of Credcos short-term rating to A-2 will likely result in Credco further
reducing or eliminating its small outstanding commercial paper program.

Short-term Funding Programs

Credcos short-term funding
requirements have historically been met primarily by the sale of commercial
paper. Credcos commercial paper is a widely recognized name in the money
markets and is supported by a diverse base among short-term investors. Credco
has readily sold the volume of commercial paper necessary to meet its funding
needs as well as to cover the daily maturities of commercial paper issued.
During the first quarter of 2009 and all of 2008, Credco had continuous access
to the commercial paper markets. Its commercial paper issuances after
mid-September 2008 were issued at shorter weighted average maturities than
Credcos historical trend, consistent with the changes in issuance maturities
occurring across the overall commercial paper market, as reported by the
Federal Reserve. During this period, Credco has significantly reduced its
reliance on the commercial paper market.

On October 7, 2008, the
Federal Reserve Board established the CPFF. The CPFF provides three-month
liquidity to U.S. issuers of commercial paper through a SPV, which purchases
three month unsecured and asset-backed commercial paper directly from eligible
issuers using financing provided by the Federal Reserve Bank of New York.
Credco is eligible to have up to $14.7 billion of commercial paper outstanding
with the SPV at any one time. Credco remains, after the downgrade of its
short-term rating to A-2 by S&P, eligible to participate in the CPFF based
on Credcos current short-term ratings assigned by Moodys and Fitch. The
commercial paper must be rated at least A1/P1/F1 by two or more major NRSRO to
qualify for participation in the CPFF. The SPV is currently scheduled to cease
purchasing commercial paper on October 30, 2009, unless the Board extends the facility. At
March 31, 2009, Credco had $1.8 billion of commercial paper outstanding, none of which was placed with the
CPFF.

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AMERICAN EXPRESS CREDIT CORPORATION

Credco
currently manages the level of net short-term debt outstanding, defined as
commercial paper less cash and cash equivalents, such that its total back-up
liquidity, including maximum available bank credit facilities and term
liquidity portfolio investment securities, is not less than 100 percent of net
short-term debt. Based on the maximum available borrowings under committed
third party bank credit facilities and term liquidity portfolio investment
securities, Credcos total back-up liquidity coverage of net short-term
borrowings was in excess of 100 percent at March 31, 2009 and December 31,
2008.

Long-term Funding Programs

Long-term debt
is raised through the offering of debt securities in the United States and international
capital markets. Long-term debt is generally defined as any debt with an
original maturity greater than 12 months.

Credco had the
following long-term debt outstanding:

|                            |  |                                |      |                               |   |      | 
|--------------------------- |  | ------------------------------ | ---- | ----------------------------- | - | ---- | 
|(Billions)                  |  | Quarter ended
 March 31,
 2009 |      | Full year
 December 31,
 2008 |  
|                            |  |                                |      |                               |  
|                            |  |                                |      |                               |   |      | 
|Long-term
 debt outstanding |  | $                              | 19.1 |                               | $ | 20.0 | 
|Average
 long-term debt     |  | $                              | 19.0 |                               | $ | 21.2 | 
|                            |  |                                |      |                               |   |      | 

Credco also
has the ability to issue debt securities under shelf registrations filed with
the Securities and Exchange Commission (SEC). The shelf registration statement
filed with the SEC is for an unspecified amount of debt securities to be issued
from time to time. During the three months ended March 31, 2009, Credco did not
issue any debt securities from its U.S. shelf registration. At March 31, 2009,
Credco had $12.6 billion of debt securities outstanding issued under the SEC
registration statements.

Credco, in
conjunction with certain subsidiaries of American Express, has established a
program for the issuance of debt instruments outside the United States to be
listed on the Luxembourg Stock Exchange. The maximum aggregate principal amount
of debt instruments outstanding at any one time under the program cannot exceed
$50.0 billion. At March 31, 2009, $3.1 billion was outstanding under this
program, of which $2.3 billion was issued by Credco.

Credco
established a program in Australia for the issuance of debt securities from
time to time of up to approximately $4.2 billion. During the three months ended
March 31, 2009, no notes were issued under this program. At March 31, 2009,
approximately $3.6 billion was available for issuance under this program.

During the
first quarter of 2008, a new shelf prospectus was filed and became effective in
Canada for a medium-term note program providing for the issuance from time to
time, in Canada, of up to approximately $2.9 billion of notes by American
Express Canada Credit Corporation (Cancredco), an indirect wholly-owned
subsidiary of Credco. All notes issued under this shelf registration will be
guaranteed by Credco. During the three months ended March 31, 2009, no notes
were issued under this program. The financial results of Cancredco are included
in the consolidated financial results of Credco.

The most
restrictive limitation on dividends imposed by the debt instruments issued by
Credco is the requirement that Credco maintain a minimum consolidated net worth
of $50 million. There are no significant restrictions on the ability of Credco
to obtain funds from its subsidiaries by dividend or loan. Additionally, there
are no limitations on the amount of debt that can be issued by Credco.

Credco paid
cash dividends of $75 million to TRS during the three months ended March 31,
2009.

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AMERICAN EXPRESS CREDIT CORPORATION

Liquidity Strategy

Credco seeks
to ensure that it has adequate liquidity in the form of cash and
readily-marketable securities easily convertible into cash, as well as access
to cash and cash equivalents, to continuously meet its business needs, sustain
operations and satisfy its obligations for a period of at least 12 months
without access to the unsecured debt capital markets. This objective is managed
by accessing capital to finance business growth through a broad and diverse set
of funding programs, by maintaining cash and readily-marketable securities, as
well as through a variety of contingent sources of cash and financing. Credco
maintains a liquidity plan that enables it to continuously meet its daily
obligations when its access to financing becomes impaired or markets become
inaccessible. The plan contemplates a hypothetical 12-month liquidity crisis
occurring as a sudden and unexpected event that makes financing from its
various funding sources unavailable.

As a result of
Credcos funding activities during 2008, Credco raised funds that substantially
exceeded its 2008 and 2009 funding needs. The excess was invested with the
purpose of increasing the amount of cash and readily-marketable securities
Credco holds. The availability of these funds raised in 2008 meant that Credco
had no requirement to access the term debt markets in the first quarter of
2009.

The upcoming
approximate maturities of the Companys long-term debt are as follows:

|                    |  |                 |     | 
|------------------- |  | --------------- | --- | 
|                    |  |                 |    
|(Billions)          |  | Debt Maturities |    
|                    |  |                 |    
|Quarter
 Ending:    |  |                 |    
|                    |  |                 |    
|                   
|June 30,
 2009      |  | $               | 1.8 | 
|September
 30, 2009 |  |                 | 1.5 | 
|December 31,
 2009  |  |                 | 1.1 | 
|March 31,
 2010     |  |                 |    | 
|                    |  |                 |     | 
|Total               |  | $               | 4.4 | 
|                    |  |                 |     | 

The amount of
cash and readily-marketable securities Credco expects to maintain will be
substantially greater than its historical levels of holdings. Credco expects to
incur higher net interest cost of carry on these amounts, which will be
dependent on the amount Credco actually maintains, as well as the difference
between its cost of funding these amounts and their investment yields.

Cash and Readily-Marketable Securities

At March 31,
2009, Credco had cash and cash equivalents of approximately $8.9 billion as
well as $3.1 billion of longer-term readily-marketable securities. These
investments consist of high credit quality, highly liquid short-term
instruments, as well as longer term, highly liquid instruments, such as U.S.
Treasury securities, government-sponsored enterprise debt, or
government-guaranteed debt. These instruments are managed to either mature
prior to the maturity of borrowings that will occur within the next 12 months,
or are sufficiently liquid that Credco can sell them or enter into
sale/repurchase agreements to immediately raise cash proceeds to meet liquidity
needs.

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AMERICAN EXPRESS CREDIT CORPORATION

Committed Bank Credit Facilities

Credco
maintained committed bank credit facilities at March 31, 2009, as follows:

|              |  |       |      |                  |   |        |  |   |        |  
|------------- |  | ----- | ---- | ---------------- | - | ------ |  | - | ------ | -
|(Billions)    |  | Total |      | American Express |   | Credco | 
|              |  |       |      |                  |   |        | 
|Committed (a) |  | $     | 10.4 |                  | $ | 1.3    |  | $ | 9.1 (b | )
|Outstanding   |  | $     | 2.5  |                  | $ |       |  | $ | 2.5    |  
|              |  |       |      |                  |   |        |  |   |        |  

|    |                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Included
 is $2.5 billion outstanding related to the Australian facility.                                                                                         
|    |                                                                                                                                                                   
|(b) | Credco
 has the right to borrow a maximum amount of $10.4 billion with a commensurate
 maximum $1.3 billion reduction in the amount available to American Express.

Credcos
committed bank credit facilities expire as follows:

|           |  |   |      | 
|---------- |  | - | ---- | 
|(Billions) |  |   |     
|           |  |   |     
|2010       |  | $ | 1.9  | 
|2011       |  |   | 2.6  | 
|2012       |  |   | 5.9  | 
|           |  |   |      | 
|Total      |  | $ | 10.4 | 
|           |  |   |      | 

The
availability of the credit lines is subject to Credcos compliance with certain
financial covenants that require maintenance of a 1.25 ratio of combined
earnings and fixed charges to fixed charges. The ratio of earnings to fixed
charges for Credco was 1.81 for the three months ended March 31, 2009. The
ratio of earnings to fixed charges for American Express for the three months
ended March 31, 2009 was 1.94.

Committed bank
credit facilities do not contain material adverse change clauses which would
preclude borrowing under the credit facilities. Additionally, the facilities
may not be terminated should there be a change in Credcos credit rating.

In
consideration of all its funding sources, Credco believes that it has the
liquidity to satisfy all maturing obligations and fund normal business
operations for at least a 12-month period from March 31, 2009.

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AMERICAN EXPRESS CREDIT CORPORATION

Forward-Looking Statements

Various
statements have been made in this Amendment No. 1 to the Quarterly Report on Form 10-Q that may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may also
be made in Credcos other reports filed with or furnished to the SEC and in
other documents. In addition, from time to time, Credco, through its
management, may make oral forward-looking statements. Forward-looking statements
are subject to risks and uncertainties, including those identified below, which
could cause actual results to differ materially from such statements. The words
believe, expect, anticipate, optimistic, intend, plan, aim,
will, may, should, could, would, likely and similar expressions are
intended to identify forward-looking statements. Credco cautions you that the
risk factors described below are not exclusive. There may also be other risks
that Credco is unable to predict at this time that may cause actual results to
differ materially from those in forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. Credco undertakes no
obligation to update or revise any forward-looking statements.

Factors that
could cause actual results to differ materially from Credcos forward-looking
statements include, but are not limited to:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | credit
 trends, which will depend in part on the economic environment, including,
 among things, the housing market and the rates of bankruptcies, which can
 affect spending on card products and debt payments by individual and
 corporate customers;                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos
 ability to accurately estimate the provisions for losses in Credcos
 outstanding portfolio of cardmember receivables and loans;                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | fluctuations
 in foreign currency exchange rates;                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | negative
 changes in Credcos credit ratings, which could result in decreased liquidity
 and higher borrowing costs;                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | changes in
 laws or government regulations affecting American Express business,
 including the potential impact of regulations adopted by federal bank
 regulators relating to certain credit and charge card practices;                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | the effect
 of fluctuating interest rates, which could affect Credcos borrowing costs;                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | the impact
 on American Express business resulting from continuing geopolitical
 uncertainty;                                                                                                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to
 satisfactorily remediate (i) the accounting error resulting in the
 restatement or (ii) its material weakness in internal control over financial
 reporting;                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to satisfy its
 liquidity needs and execute on its funding plans, which will depend on, among
 other things, Credcos future business growth, its credit ratings, market
 capacity and demand for securities offered by Credco, performance by Credcos
 counterparties under its bank credit facilities and other lending facilities,
 and regulatory changes, including adoption of changes to the policies, rules
 and regulations of the Board of Governors of the Federal Reserve System;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to meet the
 criteria for participation in certain liquidity facilities and other funding
 programs, including the Commercial Paper Funding Facility being made
 available through the Federal Reserve Bank of New York, or through other
 governmental entities; and                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to access in a
 timely manner its remaining investment in the Reserve Primary Fund.                                                                                                                                                                                                                                                                                                                                                                                                           

OTHER
REPORTING MATTERS

Accounting Developments

See Recently
Issued Accounting Standards section of Note 2 to the Consolidated Financial
Statements.

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AMERICAN EXPRESS CREDIT CORPORATION

Item 4. CONTROLS AND PROCEDURES

The following has been
amended to reflect the restatement of Credcos Consolidated Financial
Statements as discussed further in the Explanatory Note and in Note
1 to the Consolidated Financial Statements.

Evaluation
of Disclosure Controls and Procedures

Credcos management, with
the participation of Credcos Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of Credcos disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this report. Based on such evaluation, Credcos Chief
Executive Officer and Chief Financial Officer have concluded that Credcos
disclosure controls and procedures were not effective as of March 31, 2009 due
to the material weakness
identified and described below.

As described in Explanatory
Note herein, Credco identified an error in its accounting for a net investment
in a consolidated foreign subsidiary that stemmed from a funding structure
executed in 2004. In the course of preparing the financial statements
for the third quarter of 2009,
an error was identified in the initial set up of this structure in Credcos
subsidiary ledgers that caused an incorrect automated bookkeeping entry to be
recorded beginning in the third quarter of 2007 when a portion of the funding
for this net investment was refinanced. As a result of this incorrect automated
bookkeeping entry, (i) other revenues in Credcos Consolidated Statements of
Income and (ii) accrued interest and other liabilities, retained earnings and
the foreign currency translation adjustments account included in the
accumulated other comprehensive income (loss) component of shareholders equity
in Credcos Consolidated Balance Sheets were incorrect beginning in the third
quarter of 2007. Following a review of its controls and processes,
Credcos management has determined that it did not maintain effective controls
over processes to accurately record or monitor certain of its net investments
in consolidated foreign subsidiaries with similar funding structures. This
deficiency resulted in an error that was not prevented or detected on a timely
basis and resulted in restatements of the financial statements for the fiscal
years ended December 31, 2008 and 2007, including each of the quarterly periods
in fiscal year 2008 and the third and fourth quarters in fiscal year 2007, and
for the first and second quarters in 2009. Accordingly, Credcos management
concluded that this deficiency constitutes a material weakness.

Remediation
Steps to Address Material Weakness in Internal Controls

Credco has reviewed its
processes and controls for recording and monitoring net investments in foreign
consolidated subsidiaries and has determined that the error was limited to a
discrete number of similar transactions (specifically three funding structures
related to net investments in consolidated foreign subsidiaries). Credco has
performed a detailed review of each of these net investment funding structures
and has determined there have been no other errors in accounting. Credco has
also enhanced its controls with respect to recording and monitoring funding
structures related to net investments in consolidated foreign subsidiaries to
prevent future errors in accounting from occurring.

Based on the actions taken,
Credco believes that, as of the date of this Form 10-Q/A, the potential risk
    of a material misstatement related to the accounting for net investments
    in consolidated foreign subsidiaries for these three funding structures is
    remote. In addition, management is performing additional actions to remediate
    the material weakness including the continued evaluation of the effectiveness
    of its internal control over financial reporting on an ongoing basis, and
    will take further actions as appropriate.

To address the material
weakness, Credco performed additional analysis and other procedures in
connection with the preparation of the financial statements included in this
Form 10-Q/A. Accordingly, management believes that the Consolidated Financial
Statements included herein fairly present, in all material respects, our
financial condition, results of operations and cash flows for the periods
presented.

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AMERICAN EXPRESS CREDIT CORPORATION

Changes
in Internal Control over Financial Reporting

There were no changes to
Credcos internal control over financial reporting that occurred during the
first quarter ended March 31, 2009 that would have a material effect, or are
reasonably likely to have a material effect, on Credcos internal control over
financial reporting.

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AMERICAN EXPRESS CREDIT CORPORATION

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For a
 discussion of Credcos risk factors, see Part I, Item 1A. Risk Factors of
 Credcos Form 10-K/A for the year ended
 December 31, 2008. There are no material changes from the risk factors set
 forth in such Form 10-K/A.

Item 6.
EXHIBITS

| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | The exhibits
 required to be filed with this report are listed on page E-1 hereof, under
 Exhibit Index, which is incorporated herein by reference.

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AMERICAN EXPRESS CREDIT CORPORATION

SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

AMERICAN EXPRESS CREDIT CORPORATION(Registrant)

|                              |    |                                             
|----------------------------- | -- | --------------------------------------------
|DATE:      November
 16, 2009 | By | /s/
 David L. Yowan                         
|                              |    |                                             
|                              |    | David
 L. Yowan                             
|                              |    | Chief
 Executive Officer                    
|                              |    |                                             
|DATE:      November
 16, 2009 | By | /s/
 Lawrence A. Belmonte                   
|                              |    |                                             
|                              |    | Lawrence
 A. Belmonte                       
|                              |    | Vice
 President and Chief Accounting Officer

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AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                        |  |                                
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|             |  | Description                                                                                                                                                            |  | How Filed                      
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 12.1 |  | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Credit
 Corporation.                                                                 |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 12.2 |  | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Company.                                                                             |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 31.1 |  | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.              |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 31.2 |  | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.             |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 32.1 |  | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 32.2 |  | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Electronically
 filed herewith.

E-1

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